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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.;

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value fair market value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: Y(A – B) Where, X = the The number of Shares to be issued to the Holder; Y = the The number of Shares with respect to for which this the Purchase Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.exercised;

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Exercise Price); A = the Fair Market Value fair market value (as determined pursuant to Section 1.3 2.3 below) of one Share; and B = the Warrant Exercise Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = A= the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: Y(A – B) Where, X = the The number of Shares to be issued to the Holder; Y = the The number of Shares that would be issuable upon exercise of this Purchase Warrant in accordance with respect to which the terms of this Purchase Warrant is being exercised (inclusive if such exercise were by means of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.a cash exercise rather than a cashless exercise;

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 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, Warrant Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where: Where, X = the The number of Warrant Shares to be issued to the Holder; Y = the The number of Warrant Shares with respect to for which this the Purchase Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Share; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of a Share is defined as follows:

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 in accordance with this Section 1.2 (a “Cashless Exercise”). Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares Shares, rounded down to the nearest whole number, as are computed using the following formula: X = Y(A-B)/A where: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: Y(A – B) Where, X = the The number of Shares to be issued to the Holder; Y = the The number of Shares with respect to for which this the Purchase Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Share; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of a Share is defined as follows:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this 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 Ordinary 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, Ordinary Shares as are computed using in accordance with the following formula: X= ________ A Where, X = Y(A-B)/A where: X = the The number of Ordinary Shares to be issued to the Holder; Y = the The number of Ordinary Shares with respect to for which this the Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Ordinary Share; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of an Ordinary Share is defined as follows:

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 Schedule 1 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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = X= the number of Shares to be issued to the Holder; Y = Y= the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = A= the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = B= the Warrant Price.

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: X = the number of Shares Units to be issued to the Holder; Y = the number of Shares Units with respect to which this Warrant is being exercised (inclusive of the Shares Units surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one ShareUnit; and B = the Warrant Price.

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. 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: X = the number of Shares to be issued to the Holder; Y = Y= the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = A= the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = B= the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Exercise Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.;

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.. 1.3

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 Common 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 Common Shares as are computed using the following formula: X = Y(A-B)/A where: X = the number of Common Shares to be issued to the Holder; Y = the number of Common Shares with respect to which this Warrant is being exercised (inclusive of the Common Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = X= the number of Shares to be issued to the Holder; Y = Y= the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.;

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value fair market value (as determined pursuant to Section 1.3 below) (the “Fair Market Value”) of one Share; and B = the Warrant Price.

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: Y(A – B) Where, X = the The number of Shares to be issued to the Holder; Y = the The number of Shares with respect to for which this the Purchase Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = The VWAP on the Fair Market Value (as determined pursuant to Section 1.3 below) Trading Day immediately preceding the date of the applicable exercise notice of one Share; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of a Share is defined as follows:

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this 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 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: Y (A-B) X= ______ A Where, X = Y(A-B)/A where: X = the The number of Shares to be issued to the Holder; Y = the The number of Shares with respect to for which this the Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Share; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of a Share is defined as follows:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash or certified check or official bank 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 Holder, Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where: B) Where, X = the The number of Shares to be issued to the Holder; Y = the The number of Shares with respect to for which this the Purchase Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Share; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of a Share is defined as follows:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price per share therefor in the manner as specified in Section 1.1 2.2 above, but otherwise in accordance with the requirements of Section 1.12.2, Holder may elect to receive Shares equal to the net 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 x (A-B)/A B) where: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 2.4 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = Y= the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = A= the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: WEST\279780239.2 354271-000771 1 X = Y(A-B)/A where: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares Units to be issued to the Holder; Y = the number of Shares Units with respect to which this Warrant is being exercised (inclusive of the Shares Units surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value fair market value (as determined pursuant to Section 1.3 below) of one ShareUnit; and B = the Warrant Price.

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this Purchase Warrant by payment of cash by wire transfer or a check payable to the aggregate Warrant Price in order of the manner as specified in Company pursuant to Section 1.1 2.1 4823-2731-5249.v13 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive the number of Shares equal to the fair market value of this Warrant, Purchase Warrant (or the portion hereof as to which this Warrant is thereof being exercised. Thereupon), upon the execution, collection and delivery to the Company of 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) A Where, X = the The number of Shares to be issued to the Holder; Y = the The number of Shares with respect to for which this the Purchase Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Share; and B = The Exercise Price. For purposes of this Section 2.3, the Warrant Price.fair market value of a Share is defined as follows:

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: ​ X = the number of Shares to be issued to the Holder; ​ Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); ​ A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and ​ B = the Warrant Price.. ​

Cashless Exercise. On any (a) In lieu of accepting payment of the Exercise Price in cash, the Company may, in its sole discretion, require payment of all or a portion of the total Exercise Price in Shares pursuant to a cashless, or net, exercise in accordance with this Section 2. In the event the Company elects to receive all or a portion of the total Exercise Price in Shares, the number of net Shares the Holder will receive upon 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 (for that portion of this Warrant, or portion hereof as to Warrant for which this Warrant the Exercise Price is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and nonin Shares) will be calculated as follows: Y(A-assessable Shares as are computed using the following formula: B) X = Y(A-B)/A where: A Where X = the number of net Shares to be issued Issued to the Holder; Holder Y = the number of Shares with respect to for which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the per Share Fair Market Value (as determined pursuant to Section 1.3 defined below) of one Share; and B = the Warrant per share Exercise Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.;

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant aggregateWarrant 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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Exercise Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Exercise Price.

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: X = X= the number of Shares to be issued to the Holder; Y = Y= the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = A= the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = B= the Warrant Exercise Price.

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: X = =the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.;

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.;

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = B = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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, 2.1 above (but otherwise in accordance with the requirements of Section 1.1such Section), 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 Hxxxxx 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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Exercise Price); A = the Fair Market Value then-fair market value (as determined pursuant to Section 1.3 2.3 below) of one Share; and B = the Warrant then-effective Exercise Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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 WEST\275479168.3 368986-000138 1 where: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the The Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this 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 Ordinary 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, Ordinary Shares as are computed using in accordance with the following formula: Y (A-B) X= _____________ A Where, X = Y(A-B)/A where: X = the The number of Ordinary Shares to be issued to the Holder; Y = the The number of Ordinary Shares with respect to for which this the Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Ordinary Share; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of an Ordinary Share is defined as follows:

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, X = the The number of Shares to be issued to the Registered Holder; Y = the The number of Shares with respect to for which this the Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Share; and B = the Warrant Price.and

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, X = the The number of Shares to be issued to the Holder; Y = the The number of Shares with respect to for which this the Purchase Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Share; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of a Share is defined as follows:

Cashless Exercise. On any exercise of this Warrant, in In lieu of exercising this 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 Ordinary 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, Ordinary Shares as are computed using in accordance with the following formula: Y (A-B) X= ________________ A Where, X = Y(A-B)/A where: X = the The number of Ordinary Shares to be issued to the Holder; Y = the The number of Ordinary Shares with respect to for which this the Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = the Fair Market Value (as determined pursuant to Section 1.3 below) The fair market value of one Ordinary Share; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of an Ordinary Share is defined as follows:

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: X = the number of Shares to be issued to the Holder; ​ Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.;

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value fair market value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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 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, Warrant Shares as are computed using in accordance with the following formula: X = Y(A-B)/A where: Where, X = the The number of Warrant Shares to be issued to the Holder; Y = the The number of Warrant Shares with respect to for which this the Purchase Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price)exercised; A = The fair market value of the Fair Market Value (as determined pursuant to Section 1.3 below) of one ShareCompany’s Common Stock; and B = The Exercise Price. For purposes of this Section 2.2, the Warrant Price.fair market value of the Company’s Common Stock is defined as follows:

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: X = the number of Shares to be issued to the Holder; . Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = the Warrant Price.

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: X = the number of Shares to be issued to the Holder; Y = the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price); A = the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and B = r= the Warrant Price.