(d) Exempt Issuance means the issuance of
(a) shares of Common Stock, restricted stock units, options or other stock awards to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
Company, (b) the issuance and sale of the Securities to be issued hereunder and securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible
into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price,
exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to any licensing, collaboration, acquisition or
strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating
company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional 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; provided, however, that the aggregate number of shares of Common Stock issued pursuant to clause (c) during the
restricted period shall not exceed 10% of the total number of shares of Common Stock issued and outstanding immediately following the Closing.
(e) GAAP means United States generally accepted accounting principles.
(f) Governmental Entity means any nation, federal, state, county, municipal, local or foreign
government, or other political subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority (including the Trading Market), instrumentality, agency, commission or
body and any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government.
(g) Knowledge of the Company shall mean, with respect to the Company, the knowledge, following due
inquiry, of any of Todd Harris, Alan Fuhrman, Daniel Bensen, Hiroomi Tada, Ronald Swanson and Ali Fawaz. Such individuals will be deemed to have knowledge of a particular fact or other matter if such individual has or at any time had
actual knowledge of such fact or other matter or if, in the absence of such actual knowledge, such person reasonably should have known such fact or other matter based on their role in the Company.
(h) Law means any federal, state, local or foreign law (including common law), statute, code,
ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree, arbitration award or finding or any other legally enforceable requirement.
(i) Material Adverse Effect means any change, event, development, condition, occurrence or effect
that, individually or in the aggregate with all other changes, events, developments, conditions, occurrences or effects (a) is, or could reasonably be expected to be, materially adverse to the business, financial condition, prospects, assets,
liabilities or results of operations of the Company and its subsidiaries considered as one enterprise, or (b) materially impairs the ability of the Company to comply, or prevents the Company from complying, with its material obligations with
respect to the Closing or would reasonably be expected to do so, or (c) is, or could reasonably be expected to be, materially adverse to the validity of the Securities purchased hereunder or the legal authority of the Company to comply in all
material respects with the terms of this Agreement; provided, however, that none of the following will be deemed in themselves, either alone or in combination, to constitute, and that none of the following will be taken into
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