Common use of Cashless Exercise Clause in Contracts

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) Where,

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:Where,

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Exercise Price in the manner as specified in Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive surrender to the Company Shares having an aggregate value equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercisedaggregate Exercise Price. ThereuponIf Holder makes such election, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using determined by the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any The Holder may, in its sole discretion, exercise of this WarrantWarrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate Warrant Price in the manner as specified in Section 1.1 aboveAggregate Exercise Price, but otherwise in accordance with the requirements of Section 1.1, Holder may elect instead to receive Shares equal upon such exercise the “Net Number” of shares of Common Stock determined according to the value following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of this Warrant, or portion hereof as the foregoing formula: A = the total number of shares with respect to which this Warrant is then being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:.

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: Y(A-B) X = Y(A-B)/A where:A Where,

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares Units equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares Units as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A whereWhere:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) Where,

Cashless Exercise. On any exercise of this Warrant, in In lieu of payment of the aggregate Warrant Price in the manner as specified in paying cash pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to exercise this Warrant on a “cashless” basis and receive the number of Shares equal to the value of this Warrant, Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), in which event the Company shall issue Shares to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A Y * (A - B) / A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-non- assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this WarrantThis Warrant may also be exercised, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above2(a), but otherwise in accordance with the requirements of Section 1.12(a), by the Holder may elect electing to receive Warrant Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Warrant Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrantreceive, or portion hereof as to which this Warrant is being exercised. Thereupon, and the Company shall issue to the Holder Holder, such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Warrant by payment of cash by wire transfer or check payable to the aggregate Warrant Price in order of the manner as specified in Section 1.1 aboveCompany, but otherwise in accordance with the requirements of Section 1.1, Registered Holder may elect to receive the number of Warrant Shares equal to the value amount of this WarrantWarrant (or the portion thereof being exercised), or portion hereof as to which by surrender of this Warrant is being exercised. Thereuponto the Company, together with the exercise form attached hereto, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Registered Holder, Warrant Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) Where,

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) Where,

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the Exercise Form, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) A Where,

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Exercise Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the Exercise Form, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) Where,

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, (a) The Holder may elect to receive receive, without the payment of the Warrant Price, Warrant Shares equal to the value of this Warrant, Warrant or any portion hereof as to which this Warrant is being exercisedby so electing in its Notice of Exercise. ThereuponUpon such an election, the Company shall issue to the Holder such a number of fully paid and non-assessable Warrant Shares as are computed using determined in accordance with the following formula: X = Y(AY x (FMV-B)/A WP) FMV where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 1.2 above, but otherwise in accordance with the requirements of Section 1.11.2, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, and all taxes required to be paid by the Holder, if any, in which event the Company shall will issue to Holder the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:Where,

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of the aggregate Warrant Price in the manner as specified in cash pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the Exercise Form, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.11. 1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = X= Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = X= Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercisedexercised (“Cashless Exercised”). Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = (Y(A-B)/A B))/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the Exercise Form, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: X = Y(A-B)/A whereB) Where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Ordinary Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Ordinary Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:Where,

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = =Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares Units equal to the value of this Warrant, Warrant (or the portion hereof as to which this Warrant is thereof being exercised) (a “Cashless Exercise”). ThereuponUpon a Cashless Exercise, the Company Companies shall issue to the Holder such that number of fully paid and non-assessable Shares as are Units computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(AY*(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercisedexercised as set forth in the following sentence. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Warrant Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such a number of fully paid and non-assessable Warrant Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:Where,

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are is computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 1.2 above, but otherwise in accordance with the 1 To be determined pursuant to Section 2(b) of the Warrant Agreement. 2 To be determined pursuant to Section 2(b) of the Warrant Agreement 3 To be determined pursuant to Section 2(b) of the Warrant Agreement. requirements of Section 1.11.2, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = X= Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: Warrant (Alkami Technology, Inc.) X = Y(AY( A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Warrant by payment of in cash, the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares shares equal to the value of this Warrant, Warrant (or the portion hereof as to which thereof being exercised) by surrender of this Warrant is being exercisedat the principal office of the Company together with notice of such election (a “Cashless Exercise”). ThereuponA Holder who Cashless Exercises shall have the rights described in Sections 3(b) and 3(c) hereof, and the Company shall issue to the such Holder such a number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company shall Company, together with the exercise form attached hereto, in which event the issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: Y(A-B) X = Y(A-B)/A where:A Where,

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A whereB) Where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Vested Shares equal to the value of this Warrant, or portion hereof thereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) Where

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercisedexercised as set forth in the following sentence. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of Alternatively, this WarrantWarrant may also be exercised, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above2(a), but otherwise in accordance with the requirements of Section 1.12(a), by the Holder may elect electing to receive Warrant Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Warrant Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A Y (A – B) A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: Y(A-B) X = Y(A-B)/A whereA Where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: ; X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Exercise Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, Warrant (or portion hereof as to which this Warrant is being exercised) if the fair market value of one Share is greater than the Exercise Price (at the date of calculation as set forth below). Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable nonassessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate applicable Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised, by exchanging a portion of this Warrant in payment of the Warrant Price otherwise payable in respect of the number of Shares purchased upon such exercise. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, (a) The Holder may elect to receive receive, without the payment of the Warrant Price, Warrant Shares equal to the value of this Warrant, Warrant or any portion hereof as to which this Warrant is being exercisedby so electing in its Notice of Exercise. ThereuponUpon such an election, the Company shall issue to the Holder such a number of fully paid and non-assessable Warrant Shares as are computed using determined in accordance with the following formula: X = Y(AY x (FMV-B)/A where:WP) FMV Where

Cashless Exercise. On Notwithstanding any exercise of this Warrantprovisions herein to the contrary, in lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise Holder may, in accordance with the requirements of Section 1.1its sole discretion, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to the Holder such number Shares by way of fully paid and non-assessable Shares as are computed using cashless exercise in accordance with the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Warrant by payment of cash by wire transfer or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to exercise this Warrant on a “cashless” basis and receive the number of Shares equal to the value of this WarrantWarrant (or the portion thereof being exercised), or portion hereof as to which by surrender of this Warrant is being exercised. Thereuponto the Company, together with the Company shall exercise form attached hereto, in which event the issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) Where,

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercisedexercised (a “Cashless Exercise”). Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:B)/A

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above2(a), but otherwise in accordance with the requirements of Section 1.12(a), Holder may elect to receive Warrant Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A Y (A - B) / A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(AY( A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, the Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable nonassessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, The Holder may elect to receive receive, without the payment by the Holder of any additional consideration, Shares equal to the value of this Warrant, Warrant or any portion hereof as to which by the surrender of this Warrant is being exercisedor such portion to the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are is computed using the following formula: X = Y(AY (A-B)/A where:B)

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) Where,

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price payable with respect to that portion of the Warrant being exercised in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercisedexercised by exchanging all or a portion of this Warrant in payment of the Warrant Price otherwise payable in respect of the number of Shares purchased upon such exercise. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Warrant by payment of the aggregate Warrant Price in the manner as specified in cash or check payable pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this WarrantWarrant (or the portion thereof being exercised), or portion hereof as to which by surrender of this Warrant is being exercised. Thereuponto the Company, together with the Exercise Form, in which event the Company shall issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:Y (A – B) Where,

Cashless Exercise. On any exercise of this Warrant, in Iin lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company shall Company, together with the exercise form attached hereto, in which event the issue to the Holder such number of fully paid and non-assessable Holder, Shares as are computed using in accordance with the following formula: Y(A-B) X = Y(A-B)/A where:A Where,

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where:B) Where, A

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised, determined as provided below. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = X= Y(A-B)/A whereWhere:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall will issue to the Holder such number of fully paid and non-assessable Shares as are computed using in accordance with the following formula: X = Y(AY (A-B)/A where:B) A Where,

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-non assessable Shares as are computed using the following formula: X = X= Y(A-B)/A where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula: X = Y(A-B)/A where: