OWC Pharmaceutical Research Corp (OWCP)

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(u) “ Exempt Issuance ” means (i) shares of Common Stock, restricted stock units or standard options to purchase Common Stock issued to directors, officers, consultants or other service providers, employees of or to the Corporation for services rendered to the Corporation in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided: (A) the exercise price of any such options is not lowered below $0.20 per share; (B) none of the terms or conditions of any such options are otherwise materially changed in any manner that materially adversely affects any of the Holders; (C) each such issuance is approved by a majority of disinterested members of the Board of Directors; and (D) issuances by the Corporation relying on this provision (i) may not collectively exceed 5,000,000 shares of Common Stock, restricted stock units or standard options to purchase Common Stock in any calendar year; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities or standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities or standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above is not lowered (other than in accordance with the term thereof in effect as of the Subscription Date) from the exercise or conversion price in effect as of the Subscription Date (whether pursuant to the terms of such Convertible Securities or otherwise), none of such Convertible Securities or standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities or standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause