Common use of Exempt Issuance Clause in Contracts

Exempt Issuance. Notwithstanding anything to the contrary contained in this Section 3, no adjustments to the number of Shares issuable upon exercise of this Warrant or the Exercise Price shall be made upon an Exempt Issuance. The term “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise Price, (b) shares of Common Stock or options to employees, officers or directors of the Company primarily for compensatory purposes pursuant to any stock or option plan or arrangement duly adopted by the Board of Directors of the Company, provided that any shares issued to any Affiliate, existing shareholder, or other related party of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangements, (c) shares of common stock or options to third-party consultants to the Company who are not Related Parties pursuant to arrangements duly approved by the Board of Directors of the Company, (d) securities upon the exercise or conversion of this Warrant, the other New Warrants (defined below), the Purchase Rights, or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Date, (e) securities issued as consideration for acquisitions or strategic transactions duly approved by the Board of Directors of the Company in a business synergistic with the business of the Company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors of the Company as being fair and reasonable and providing consideration to the Company at least commensurate with the shares or securities being issued, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (f) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events).

Exempt Issuance. Notwithstanding anything to the contrary contained in this Section 3foregoing, no adjustments to the number of Shares issuable upon exercise of this Warrant or the Exercise Price shall adjustment will be made upon under subsection 9(h) above in respect of an Exempt Issuance. The term For the purposes of the Warrants, “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise PriceStock, (b) shares of Common Stock Convertible Securities, restricted stock units, Options or options common stock equivalents to employees, consultants, advisers, officers or directors of the Company primarily for compensatory purposes pursuant to any stock existing or option future equity compensation plan or arrangement arrangement, including, without limitation, employee inducement awards and deferred compensation arrangements, duly adopted for such purpose, by the Board or a committee thereof, and the issuance of Directors Common Stock in respect of such Convertible Securities, restricted stock units, Options or common stock equivalents, (b) the Company, provided that any shares issued to any Affiliate, existing shareholder, or other related party of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangementsWarrants, (c) shares of securities (including without limitation Common Stock and common stock equivalents) issuable upon the exercise, conversion or options exchange of securities (including without limitation Convertible Securities and Options, and including without limitation the issuance of Common Stock in full satisfaction of any interest or coupon make-whole payments due in connection therewith) issued and outstanding on the date hereof, including without limitation the Warrants, provided that such securities have not been amended since the date hereof to third-party consultants increase the number of such securities or to decrease the Company who are not Related Parties pursuant to arrangements duly approved by the Board exercise price, exchange price or conversion price of Directors of the Companysuch securities, (d) securities upon issued (including without limitation Options and Convertible Securities) or the exercise filing of a registration statement by the Company in connection with or conversion of this Warrantin accordance with any Shareholder Rights Agreement as may be entered into from time to time by the Company to implement a so-called poison pill as the same may be amended, the other New Warrants (defined below), the Purchase Rights, supplemented or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Datemodified, (e) securities issued as consideration for (i) pursuant to acquisitions of businesses, entities, rights or other assets, (ii) in connection with strategic transactions duly transactions, including without limitation, joint ventures, research, manufacturing, licensing, marketing, collaboration or distribution arrangements or technology license, transfer or development arrangements, and (iii) to financial institutions or lessors pursuant to or in connection with any equipment leasing or commercial loan arrangement, credit financing or non-convertible debt financing (and the issuance of Common Stock upon the exercise of such securities, if applicable), in each case, approved by the Board of Directors Board, (f) securities issued to vendors, consultants and service providers of the Company in a business synergistic with as compensation or to settle bona fide trade liabilities, (g) the business first $30,000,000 of the Company, but shall not include a transaction in which securities sold by the Company is issuing securities primarily for pursuant to the purpose of raising capital or to an entity whose primary business is investing in securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. Sales Agreement dated October 1, 2014 between the Company and ▇▇▇▇▇▇▇▇▇▇ and Company, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors of the Company LLC, as being fair and reasonable and providing consideration may be amended from time to time, that would otherwise cause an adjustment to the Company at least commensurate with the shares Exercise Price under subsection 9(h)(i) above, and (h) securities issued in a transaction described in subsections 9(a) or securities being issued, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (f9(d) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events)above.

Exempt Issuance. Notwithstanding anything to the contrary contained in this Section 3, no adjustments to the number of Shares issuable upon exercise of this Warrant or the Exercise Price shall be made upon an Exempt Issuance. The term “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise Price, (b) shares of Common Stock or options to employees, officers or directors of the Company primarily for compensatory purposes pursuant to any stock or option plan or arrangement duly adopted by the Board of Directors of the Company, provided that any shares issued to any Affiliate, existing shareholder, or other related party of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangements, (c) shares of common stock or options to third-party consultants to the Company who are not Related Parties pursuant to arrangements duly approved by the Board of Directors of the Company, (d) securities upon the exercise or conversion of this Warrant, the other New Warrants (defined below), the Purchase Rights, or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Date, (e) securities issued as consideration for acquisitions or strategic transactions duly approved by the Board of Directors of the Company in a business synergistic with the business of the Company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors of the Company as being fair and reasonable and providing consideration to the Company at least commensurate with the shares or securities being issued, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (f) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events).

Exempt Issuance. Notwithstanding anything to For the contrary contained in this Section 3, no adjustments to the number of Shares issuable upon exercise purposes of this Warrant or Agreement, the Exercise Price shall be made upon an Exempt Issuance. The term “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise Price, (bi) shares of Common Stock or options to employees, officers officers, directors, consultants or directors advisors of the Company primarily for compensatory purposes pursuant to any stock or option plan or arrangement agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company, provided that any shares issued to any Affiliate, existing shareholder, Company or other related party a majority of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to members of a committee of non-Related Parties employee directors established for similar service under such plans or arrangementspurpose, (c) shares of common stock or options to third-party consultants to the Company who are not Related Parties pursuant to arrangements duly approved by the Board of Directors of the Company, (dii) securities upon the exercise or exchange of or conversion of this Warrant, the other New Warrants (defined below), any securities issued pursuant to the Purchase Rights, or Agreements and/or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Datedate of the Series D Purchase Agreement, provided that such securities have not been amended since the date of the Series D Purchase Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of any such securities (for the avoidance of doubt, the issuance of any securities which may be issuable to W▇▇▇▇▇▇▇ ▇▇▇ pursuant to that certain Ordinary Share Purchase Agreement, dated August 30, 2010, shall be deemed to be Exempt Issuances pursuant to this subsection (ii)), (eiii) securities issued as consideration for acquisitions upon the declaration of a dividend on any Equity Securities, (iv) securities issued in connection with technology licenses, development, marketing or other similar agreements or strategic transactions duly partnerships approved by the Board of Directors of the Company in a business synergistic with the business of the Company, but shall not include a transaction in which to the extent such transactions constitute capital raising transactions, (v) securities issued to consultants of the Company is issuing in the ordinary course of business, (vi) securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. or his Affiliates in connection with one a merger, consolidation or more strategic transactions approved by similar transaction between the Board Company and C Media Limited, Chum Capital Group Limited, any Affiliate of Directors C Media Limited or Chum Capital Group Limited, or any assignee of right under the Purchase Agreements of C Media Limited or Chum Capital Group Limited and (g) securities issued to officers of the Company as being fair and reasonable and providing consideration in lieu of cash payments for salary or any other compensation, but not to the Company at least commensurate with the shares or securities being issued, provided that the number of shares issued or shares into which extent such securities are convertible pursuant to all issuances under this clause (f) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events)transactions constitute capital raising transactions.

Exempt Issuance. Notwithstanding anything to the contrary contained in foregoing, no adjustment will be made under this Section 3, no adjustments to the number 8(g) in respect of Shares issuable upon exercise of this Warrant or the Exercise Price shall be made upon an Exempt Issuance. The term For the purposes of the Warrants, “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise PriceStock, (b) shares of Common Stock Convertible Securities, restricted stock units, Options or options common stock equivalents to employees, consultants officers or directors of the Company primarily for compensatory purposes pursuant to any existing or future stock option, restricted stock, stock purchase or option other equity compensation plan or arrangement arrangement, including, without limitation, employee inducement awards and deferred compensation arrangements, duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the Companymembers of a committee of non-employee directors established for such purpose, and the issuance of Common Stock in respect of such Convertible Securities, restricted stock units, Options or common stock equivalents, (b) securities (including Common Stock and common stock equivalents) upon the exercise, conversion or exchange of securities (including Convertible Securities and Options, and including the issuance of Common Stock in full satisfaction of any interest or coupon make-whole payments due in connection therewith) issued and outstanding on the date hereof, including the Warrants, provided that any shares issued such securities have not been amended since the date hereof to any Affiliateincrease the number of such securities or to decrease the exercise price, existing shareholder, exchange price or other related party conversion price of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangementssecurities, (c) shares securities issued (including Options and Convertible Securities) or the filing of common stock or options to third-party consultants to a registration statement by the Company who are not Related Parties pursuant in connection with or in accordance with any Shareholder Rights Agreement as may be entered into from time to arrangements duly approved time by the Board of Directors of Company to implement a so-called poison pill as the Companysame may be amended, supplemented or modified, (d) securities issued (i) pursuant to acquisitions of businesses, entities, rights or other assets, (ii) in connection with strategic transactions, including joint ventures, manufacturing, marketing or distribution arrangements or technology license, transfer or development arrangements, and (iii) pursuant to any equipment leasing or loan arrangement, credit financing or debt financing (and the issuance of Common Stock upon the exercise or conversion of this Warrantsuch securities, the other New Warrants (defined belowif applicable), in each case, approved by the Purchase RightsBoard and not primarily for the purpose of raising capital, or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on as determined in good faith by the Initial Exercise DateBoard, (e) securities issued as consideration for acquisitions or strategic transactions duly approved by the Board of Directors of the Company in a business synergistic with the business of the Companyto vendors, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors consultants and service providers of the Company as being fair and reasonable and providing compensation or to settle bona fide trade liabilities, (f) securities with an aggregate consideration payable to the Company at least commensurate with the shares or of less than $500,000 in any twelve month period and (g) securities being issued, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (fin a transaction described in Section 8(a) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events)above.

Exempt Issuance. Notwithstanding anything to the contrary contained in foregoing, no adjustment will be made under this Section 3, no adjustments to the number 8(g) in respect of Shares issuable upon exercise of this Warrant or the Exercise Price shall be made upon an Exempt Issuance. The term For the purposes of the Warrants, “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise PriceStock, (b) shares of Common Stock Convertible Securities, restricted stock units, Options or options common stock equivalents to employees, consultants officers or directors of the Company primarily for compensatory purposes pursuant to any existing or future stock option, restricted stock, stock purchase or option other equity compensation plan or arrangement arrangement, including, without limitation, employee inducement awards and deferred compensation arrangements, duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the Company, provided that any shares issued to any Affiliate, existing shareholder, or other related party members of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to a committee of non-Related Parties employee directors established for similar service under such plans purpose, and the issuance of Common Stock in respect of such Convertible Securities, restricted stock units, Options or arrangementscommon stock equivalents, (b) the Warrants, (c) shares of securities (including Common Stock and common stock equivalents) upon the exercise, conversion or options exchange of securities (including Convertible Securities and Options, and including the issuance of Common Stock in full satisfaction of any interest or coupon make-whole payments due in connection therewith) issued and outstanding on the date hereof, including the Warrants, provided that such securities have not been amended since the date hereof to third-party consultants increase the number of such securities or to decrease the Company who are not Related Parties pursuant to arrangements duly approved by the Board exercise price, exchange price or conversion price of Directors of the Companysuch securities, (d) securities upon issued (including Options and Convertible Securities) or the exercise filing of a registration statement by the Company in connection with or conversion of this Warrantin accordance with any Shareholder Rights Agreement as may be entered into from time to time by the Company to implement a so-called poison pill as the same may be amended, the other New Warrants (defined below), the Purchase Rights, supplemented or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Datemodified, (e) securities issued as consideration for (i) pursuant to acquisitions of businesses, entities, rights or other assets, (ii) in connection with strategic transactions duly transactions, including joint ventures, manufacturing, marketing or distribution arrangements or technology license, transfer or development arrangements, and (iii) pursuant to any equipment leasing or loan arrangement, credit financing or debt financing (and the issuance of Common Stock upon the exercise of such securities, if applicable), in each case, approved by the Board of Directors of the Company in a business synergistic with the business of the Company, but shall and not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing capital, as determined in securities or good faith by the Board, (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇vendors, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors consultants and service providers of the Company as being fair and reasonable and providing compensation or to settle bona fide trade liabilities, (g) securities with an aggregate consideration payable to the Company at least commensurate with the shares or of less than $2,000,000 in any twelve month period and (h) securities being issued, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (fin a transaction described in Section 8(a) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events)above.

Exempt Issuance. Notwithstanding anything to the contrary contained in foregoing, no adjustment will be made under this Section 3, no adjustments to the number 8(g) in respect of Shares issuable upon exercise of this Warrant or the Exercise Price shall be made upon an Exempt Issuance. The term For the purposes of the Warrants, “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise PriceStock, (b) shares of Common Stock Convertible Securities, restricted stock units, Options or options common stock equivalents to employees, consultants officers or directors of the Company primarily for compensatory purposes pursuant to any existing or future stock option, restricted stock, stock purchase or option other equity compensation plan or arrangement arrangement, including, without limitation, employee inducement awards and deferred compensation arrangements, duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the Companymembers of a committee of non-employee directors established for such purpose, and the issuance of Common Stock in respect of such Convertible Securities, restricted stock units, Options or common stock equivalents, (b) the Warrants, (c) securities (including Common Stock and common stock equivalents) upon the exercise, conversion or exchange of securities (including Convertible Securities and Options, and including the issuance of Common Stock in full satisfaction of any coupon make-whole payments due in connection therewith) issued and outstanding on the date hereof, including the Warrants, provided that any shares such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (d) securities issued to any Affiliate, existing shareholder, or other related party of the Company TriplePoint Capital LLC (the “Related PartiesTriplePoint”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangements, (c) shares of common stock or options to third-party consultants to the Company who are not Related Parties pursuant to arrangements duly approved by the Board of Directors amendment of the Company, ’s agreements with TriplePoint in effect as of the date of this Agreement (d) securities and the issuance of Common Stock upon the exercise or conversion of this Warrant, the other New Warrants (defined belowsuch securities), the Purchase Rights, or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Date, (e) securities issued (including Options and Convertible Securities) or the filing of a registration statement by the Company in connection with or in accordance with any Shareholder Rights Agreement as consideration for may be entered into from time to time by the Company to implement a so-called poison pill as the same may be amended, supplemented or modified, (f) securities issued (i) pursuant to acquisitions of businesses, entities, rights or other assets, (ii) in connection with strategic transactions duly transactions, including joint ventures, manufacturing, marketing or distribution arrangements or technology license, transfer or development arrangements, and (iii) pursuant to any equipment leasing or loan arrangement, credit financing or debt financing (and the issuance of Common Stock upon the exercise of such securities, if applicable), in each case, approved by the Board of Directors of the Company in a business synergistic with the business of the Company, but shall and not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing capital, as determined in good faith by the Board, (g) securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇vendors, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors consultants and service providers of the Company as being fair and reasonable and providing compensation or to settle bona fide trade liabilities, (h) securities with an aggregate consideration payable to the Company at least commensurate with the shares or of less than $2,000,000 in any twelve month period and (i) securities being issued, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (fin a transaction described in Section 8(a) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events)above.

Exempt Issuance. Notwithstanding anything to the contrary contained in this Section 3, no adjustments to the number of Shares issuable upon exercise of this Warrant or the Exercise Price shall be made upon an Exempt Issuance. The term “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise Price, (b) shares of Common Stock or options to employees, officers or directors of the Company primarily for compensatory purposes pursuant to any stock or option plan or arrangement duly adopted by the Board of Directors of the Company, provided that any shares issued to any Affiliate, existing shareholder, or other related party of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangements, (c) shares of common stock or options to third-party consultants to the Company who are not Related Parties pursuant to arrangements duly approved by the Board of Directors of the Company, (d) securities upon the exercise or conversion of this Warrant, the other New Warrants (defined below), the Purchase Rights, or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on April 13, 2010 (the “Initial Exercise Date”), (e) securities issued as consideration for acquisitions or strategic transactions duly approved by the Board of Directors of the Company in a business synergistic with the business of the Company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors of the Company as being fair and reasonable and providing consideration to the Company at least commensurate with the shares or securities being issued, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (f) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events).

Exempt Issuance. Notwithstanding anything to the contrary contained in foregoing, no adjustments, Alternate Consideration nor notices shall be made, paid or issued under this Section 3, no adjustments to the number 2 in respect of Shares issuable upon exercise of this Warrant or the Exercise Price shall be made upon an Exempt Issuance. The term “"Exempt Issuance” " means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise Price, (b) shares of Common Stock or options to employees, officers or directors of the Company primarily for compensatory purposes pursuant to the Company's 2004 Stock Incentive Plan or any stock or option plan or arrangement duly adopted by the Board of Directors a majority of the Company, provided that any shares issued to any Affiliate, existing shareholder, or other related party of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangements, (c) shares employee members of common stock or options to third-party consultants to the Company who are not Related Parties pursuant to arrangements duly approved by the Board of Directors of the Company, (d) securities upon the exercise or conversion of this Warrant, the other New Warrants (defined below), the Purchase Rights, or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Date, (e) securities issued as consideration for acquisitions or strategic transactions duly approved by the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise of or conversion of any securities issued hereunder, convertible securities, options or warrants issued and outstanding on the date of this Warrant, provided that such securities have not been amended since the date of this Warrant to increase the number of such securities, (c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be to a Person which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the CompanyCompany and in which the Company receives benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) securities issued pursuant to an equity offering of up to $5,000,000 at a price per share equal to or greater than the Exercise Price, which issuance shall occur prior to the one month anniversary of the date hereof and (fe) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be options and warrants issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors of Company to replace those previously issued by Knobias Holdings, Inc., and assumed by the Company as being fair and reasonable and providing consideration pursuant to the Company at least commensurate merger with the shares or securities being issuedConsolidated Travel Systems, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (f) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events)LLC.

Exempt Issuance. Notwithstanding anything to the contrary contained in foregoing, no adjustment will be made under this Section 3, no adjustments to the number 8(g) in respect of Shares issuable upon exercise of this Warrant or the Exercise Price shall be made upon an Exempt Issuance. The term For the purposes of the Warrants, “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise PriceStock, (b) shares of Common Stock Convertible Securities, restricted stock units, Options or options common stock equivalents to employees, consultants officers or directors of the Company primarily for compensatory purposes pursuant to any existing or future stock option, restricted stock, stock purchase or option other equity compensation plan or arrangement arrangement, including, without limitation, employee inducement awards and deferred compensation arrangements, duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the Companymembers of a committee of non-employee directors established for such purpose, and the issuance of Common Stock in respect of such Convertible Securities, restricted stock units, Options or common stock equivalents, (b) securities (including Common Stock and common stock equivalents) upon the exercise, conversion or exchange of securities (including Convertible Securities and Options, and including the issuance of Common Stock in full satisfaction of any interest or coupon make-whole payments due in connection therewith) issued and outstanding on the date hereof, including the Warrants, provided that any shares issued such securities have not been amended since the date hereof to any Affiliateincrease the number of such securities or to decrease the exercise price, existing shareholder, exchange price or other related party conversion price of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangementssecurities, (c) shares securities issued (including Options and Convertible Securities) or the filing of common stock or options to third-party consultants to a registration statement by the Company who are not Related Parties pursuant in connection with or in accordance with any Shareholder Rights Agreement as may be entered into from time to arrangements duly approved time by the Board of Directors of Company to implement a so-called poison pill as the Companysame may be amended, supplemented or modified, (d) securities issued (i) pursuant to acquisitions of businesses, entities, rights or other assets, (ii) in connection with strategic transactions, including joint ventures, manufacturing, marketing or distribution arrangements or technology license, transfer or development arrangements, and (iii) pursuant to any equipment leasing or loan arrangement, credit financing or debt financing (and the issuance of Common Stock upon the exercise or conversion of this Warrantsuch securities, the other New Warrants (defined belowif applicable), in each case, approved by the Purchase RightsBoard and not primarily for the purpose of raising capital, or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on as determined in good faith by the Initial Exercise DateBoard, (e) securities issued as consideration for acquisitions or strategic transactions duly approved by the Board of Directors to vendors, consultants and service providers of the Company as compensation or to settle bona fide trade liabilities, not to exceed an aggregate of $500,000 in a business synergistic with any twelve month period, valued based on the business Market Price of the Companysecurities on the date of issuance, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. Ltd. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors of the Company as being fair and reasonable and providing consideration its affiliates pursuant to the Company at least commensurate with the shares or securities being issuedthat certain Fee Letter, dated January 29, 2015, provided that the number amount of shares the fee and the conversion price set forth therein are not amended after the date hereof, and (g) securities issued or shares into which such securities are convertible pursuant to all issuances under this clause (fin a transaction described in Section 8(a) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events)above.

Exempt Issuance. Notwithstanding anything to For the contrary contained in this Section 3, no adjustments to the number of Shares issuable upon exercise purposes of this Warrant or Agreement, the Exercise Price shall be made upon an Exempt Issuance. The term “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise Price, (bi) shares of Common Stock or options to employees, officers officers, directors, consultants or directors advisors of the Company primarily for compensatory purposes pursuant to any stock or option plan or arrangement agreement duly adopted by a majority of the non-employee members of the Board of Directors of the Company, provided that any shares issued to any Affiliate, existing shareholder, Company or other related party a majority of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to members of a committee of non-Related Parties employee directors established for similar service under such plans or arrangementspurpose, (c) shares of common stock or options to third-party consultants to the Company who are not Related Parties pursuant to arrangements duly approved by the Board of Directors of the Company, (dii) securities upon the exercise or exchange of or conversion of this Warrant, the other New Warrants (defined below), any securities issued pursuant to the Purchase Rights, or Agreements and/or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Datedate of the Series D Purchase Agreement, provided that such securities have not been amended since the date of the Series D Purchase Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of any such securities (for the avoidance of doubt, the issuance of any securities which may be issuable to ▇▇▇▇▇▇▇▇ ▇▇▇ pursuant to that certain Ordinary Share Purchase Agreement, dated August 30, 2010, shall be deemed to be Exempt Issuances pursuant to this subsection (ii)), (eiii) securities issued as consideration for acquisitions upon the declaration of a dividend on any Equity Securities, (iv) securities issued in connection with technology licenses, development, marketing or other similar agreements or strategic transactions duly partnerships approved by the Board of Directors of the Company in a business synergistic with the business of the Company, but shall not include a transaction in which to the extent such transactions constitute capital raising transactions, (v) securities issued to consultants of the Company is issuing in the ordinary course of business, (vi) securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. or his Affiliates in connection with one a merger, consolidation or more strategic transactions approved by similar transaction between the Board Company and C Media Limited, Chum Capital Group Limited, any Affiliate of Directors C Media Limited or Chum Capital Group Limited, or any assignee of right under the Purchase Agreements of C Media Limited or Chum Capital Group Limited and (g) securities issued to officers of the Company as being fair and reasonable and providing consideration in lieu of cash payments for salary or any other compensation, but not to the Company at least commensurate with the shares or securities being issued, provided that the number of shares issued or shares into which extent such securities are convertible pursuant to all issuances under this clause (f) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events)transactions constitute capital raising transactions.

Exempt Issuance. Notwithstanding anything to the contrary contained in foregoing, no adjustment will be made under this Section 3, no adjustments to the number 8(g) in respect of Shares issuable upon exercise of this Warrant or the Exercise Price shall be made upon an Exempt Issuance. The term For the purposes of the Warrants, “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise PriceStock, (b) shares of Common Stock Convertible Securities, restricted stock units, Options or options common stock equivalents to employees, consultants officers or directors of the Company primarily for compensatory purposes pursuant to any existing or future stock option, restricted stock, stock purchase or option other equity compensation plan or arrangement arrangement, including, without limitation, employee inducement awards and deferred compensation arrangements, duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the Companymembers of a committee of non-employee directors established for such purpose, and the issuance of Common Stock in respect of such Convertible Securities, restricted stock units, Options or common stock equivalents, (b) securities (including Common Stock and common stock equivalents) upon the exercise, conversion or exchange of securities (including Convertible Securities and Options, and including the issuance of Common Stock in full satisfaction of any interest or coupon make-whole payments due in connection therewith) issued and outstanding on the date hereof, including the Warrants, provided that any shares issued such securities have not been amended since the date hereof to any Affiliateincrease the number of such securities or to decrease the exercise price, existing shareholder, exchange price or other related party conversion price of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangementssecurities, (c) shares securities issued (including Options and Convertible Securities) or the filing of common stock or options to third-party consultants to a registration statement by the Company who are not Related Parties pursuant in connection with or in accordance with any Shareholder Rights Agreement as may be entered into from time to arrangements duly approved time by the Board of Directors of Company to implement a so-called poison pill as the Companysame may be amended, supplemented or modified, (d) securities issued (i) pursuant to acquisitions of businesses, entities, rights or other assets, (ii) in connection with strategic transactions, including joint ventures, manufacturing, marketing or distribution arrangements or technology license, transfer or development arrangements, and (iii) pursuant to any equipment leasing or loan arrangement, credit financing or debt financing (and the issuance of Common Stock upon the exercise or conversion of this Warrantsuch securities, the other New Warrants (defined belowif applicable), in each case, approved by the Purchase RightsBoard and not primarily for the purpose of raising capital, or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on as determined in good faith by the Initial Exercise DateBoard, (e) securities issued as consideration for acquisitions or strategic transactions duly approved by the Board of Directors of the Company in a business synergistic with the business of the Companyto vendors, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities or (f) Common Stock and/or securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors consultants and service providers of the Company as being fair compensation or to settle bona fide trade liabilities, and reasonable and providing consideration to the Company at least commensurate with the shares or securities being issued, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (f) shall not exceed 55,000,000 shares securities issued in aggregate (as appropriately adjusted for stock splits, combinations and similar events)a transaction described in Section 8(a) or 8(b) above.

Exempt Issuance. Notwithstanding anything to the contrary contained in this Section 3foregoing, no adjustments to the number of Shares issuable upon exercise of this Warrant or the Exercise Price shall adjustment will be made upon under this paragraph (g)(iii) in respect of an Exempt Issuance. The term For the purposes of this Warrant, “Exempt Issuance” means the issuance of (a) shares of Common Stock in an underwritten public offering with an aggregate gross offering price of at least $50,000,000 and a minimum per share offering price of at least double the then-current Exercise PriceStock, (b) shares of Common Stock restricted stock units or options other Options to employees, consultants officers or directors of the Company primarily for compensatory purposes pursuant to any existing or future stock option, restricted stock, stock purchase or option other equity compensation plan or arrangement duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the Companymembers of a committee of non-employee directors established for such purpose, and the issuance of Common Stock in respect of such restricted stock units or other Options, (b) securities (including Common Stock) upon the exercise, conversion or exchange of securities (including Convertible Securities and Options) issued and outstanding on the date hereof, including the Warrants, provided that any shares issued such securities have not been amended since date hereof to any Affiliateincrease the number of such securities or to decrease the exercise price, existing shareholder, exchange price or other related party conversion price of the Company (the “Related Parties”) in connection with such plans or arrangements are not materially greater than the shares otherwise issued to non-Related Parties for similar service under such plans or arrangementssecurities, (c) shares securities issued (including Options and Convertible Securities) or the filing of common stock or options to third-party consultants to a registration statement by the Company who are not Related Parties pursuant in connection with or in accordance with the any Shareholder Rights Agreement as may be entered into from time to arrangements duly approved time by the Board of Directors of Company to implement a so-called poison pill as the Companysame may be amended, supplemented or modified, (d) securities upon the exercise or conversion issued pursuant to acquisitions of this Warrantbusinesses, the other New Warrants (defined below)entities, the Purchase Rights, rights or other securities or rights exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Initial Exercise Date, (e) securities issued as consideration for acquisitions assets or strategic transactions duly approved by the Board of Directors a majority of the Company in a business synergistic with the business directors of the Company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or capital, as determined in good faith by the Company’s Board of Directors, (e) issuances of securities with an aggregate consideration payable to an entity whose primary business is investing the Company of less than $1,000,000 in securities or any twelve month period and (f) Common Stock and/or the issuance of securities convertible into or exercisable for shares of Common Stock that may be issued to K▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D. or his Affiliates in connection with one or more strategic transactions approved by the Board of Directors of the Company as being fair and reasonable and providing consideration to the Company at least commensurate with the shares or securities being issued, provided that the number of shares issued or shares into which such securities are convertible pursuant to all issuances under this clause (fa transaction described in Section 8(a) shall not exceed 55,000,000 shares in aggregate (as appropriately adjusted for stock splits, combinations and similar events)above.