Common use of Net Exercise Clause in Contracts

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Where: X = the number of Shares to be issued to the Holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Preferred Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “Conversion Right”) to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Preferred Stock computed using the following formula: Where: Where X = the number of Shares shares of Preferred Stock to be issued to the Holder Y = the number of Shares shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Preferred Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Preferred Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Exercise Share is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: Where: Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Exercise Share (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company's Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the "Conversion Right") to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = Y (A-B) ------- A Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company's Common Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Common Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Exercise Share is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: Where: X = Y (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Exercise Share (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value Common Stock is registered under the Exchange Act, or if the Common Stock is listed on the TSX-V (as defined belowin this Agreement) and the Current Market Price of one Share share of Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Registered Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Warrant Office together with the properly endorsed Notice of Exercise, Purchase Form in which event the Company shall issue to the Registered Holder a number of Shares shares of Common Stock computed using the following formulaas follows: X = Y(A-B) ----- A Where: X = the number of Shares shares of Common Stock to be issued to the Holder Registered Holder. Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value Current Market Price of one Share share of Common Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Preferred Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “Conversion Right”) to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Preferred Stock computed using the following formula: Where: X = Y (A-B) A Where X = the number of Shares shares of Preferred Stock to be issued to the Holder Y = the number of Shares shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Preferred Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Preferred Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = Y (A-B) A Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Common Stock (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Warrant Share is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in the form attached hereto as Exhibit A-2 in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: Where: Where X = the number of Warrant Shares to be issued to the Holder Y = the number of Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Warrant Share (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Warrant Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Warrant Stock computed using the following formula: Where: X = Y (A-B) A Where X = the number of Shares shares of Warrant Stock to be issued to the Holder Y = the number of Shares shares of Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of Warrant Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Warrant Share is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in the form attached hereto as Exhibit A-2 in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: Where: X = Y (A-B) Where X = the number of Warrant Shares to be issued to the Holder Y = the number of Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Warrant Share (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Exercise Share is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: Where: X = Y (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Exercise Share (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share (1) share of the Company’s Preferred Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Preferred Stock computed using the following formula: Where: X = Y (A-B) Where X= the number of Shares shares of Preferred Stock to be issued to the Holder Y = Y= the number of Shares shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = A= the fair market value of one Share (1) share of the Company’s Preferred Stock (at the date of such calculation) B = the Warrant B= Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (1) share of Preferred Stock shall be determined by the "Fair Market Value") shall meanCompany’s Board of Directors in good faith; provided, with respect to each such Share,however, that:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Corporation's Preferred Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth belowexercise), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Corporation together with the properly endorsed Notice of Exercise, Exercise in which event the Company Corporation shall issue to the Holder a number of Shares shares of Preferred Stock computed using the following formula: Where: X = Y (A-B) ------ A Where X = the number of Shares shares of Preferred Stock to be issued to the Holder Y = the number of Shares shares of Preferred Stock purchasable under the Warrant or, or if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Corporation's Preferred Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Restated Warrant by payment of cash, the Holder may elect to receive Shares equal to the value (as determined below) of this Restated Warrant (or the portion thereof being canceled) by surrender of this Restated Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Where: X = the number of Shares to be issued to the Holder Y = the number of Shares purchasable under the Restated Warrant or, if only a portion of the Restated Warrant is being exercised, the portion of the Restated Warrant being canceled (at the date of such calculation) A = the fair market value of one Share (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Restated Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,

Net Exercise. Notwithstanding any provisions herein to the contrary, if in the Fair Market Value (as defined below) event of one Share is greater than a Change of Control the Warrant Price (at the date of calculation as set forth below)Holder may elect, in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof hereof being canceled) by surrender of this Warrant at the principal office of the Company Corporation together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder Holder, upon consummation of such Change of Control, a number of Shares shares of Warrant Stock computed using the following formula: Where: X = Y (A-B) A Where X = the number of Shares shares of Warrant Stock to be issued to the Holder Y = the number of Shares shares of Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Corporation’s Warrant Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (share of Warrant Stock shall be the "Fair Market Value") shall mean, with respect value received in such Change of Control by the holders of the securities as to each such Share,which purchase rights under this Warrant exist.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Stock computed using the following formula: Where: X = Y (A-B) Where X = the number of Shares shares of Stock to be issued to the Holder Y = the number of Shares shares of Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Common Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Common Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the class and series of the Company’s capital stock to which the Exercise Shares belong (the “Stock”) is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashpursuant to Section 2.1(b) above, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of Shares shares of the applicable class and series of Stock computed using the following formula: Where: X = Y (A – B) Where X = the number of Shares shares of Stock to be issued to the Holder Y = the number of Shares shares of Stock then purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Stock as determined in accordance with Section 2.3 below (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares the number of shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Common Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculationcalculation ) ST FINANCIAL GROUP, INC. 2 WARRANT For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Common Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Exercise Share is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise (but solely with respect to Exercise Shares that are then vested and exercisable hereunder in accordance with Section 2.1) in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: Where: X = Y (A-B) Where X= the number of Exercise Shares to be issued to the Holder Y = Y= the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = A= the fair market value of one Exercise Share (at the date of such calculation) B = the Warrant B= Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Exercise Share (shall be determined by the "Fair Market Value") shall meanCompany’s Board of Directors in good faith; provided, with respect to each such Share,however, that:

Net Exercise. Notwithstanding any provisions herein to the contrary, if if, at any time on or after the Fair first anniversary of the original date of issuance of this Warrant, the Common Stock is not registered for resale by the Registered Holder under the Securities Act, and the Current Market Value (as defined below) Price of one Share share of Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Registered Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Warrant Office together with the properly endorsed Notice of Exercise, Purchase Form in which event the Company shall issue to the Registered Holder a number of Shares shares of Common Stock computed using the following formulaas follows: X = Y(A-B) ----- A Where: X = the number of Shares shares of Common Stock to be issued to the Holder Registered Holder. Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of Shares computed using the following formula: Where: X = the number of Shares to be issued to the Holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled exercised (at the date of such calculation) A = the fair market value Fair Market Value of one Share (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of Shares 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 purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled exercised (at the date of such calculation) A = the fair market value Fair Market Value of one Share (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = Y(A-B) ------ A Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Common Stock (at the date of such calculationimmediately preceding the date on which the Holder satisfied the delivery obligations set forth in Section 2.1) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Common Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of Warrant Stock issuable hereunder is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue or cause to be issued to the Holder a number of Shares shares of Warrant Stock computed using the following formula: Where: X = Y (A-B) A Where X = the number of Shares shares of Warrant Stock to be issued to the Holder Y = the number of Shares shares of Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of Warrant Stock purchasable under the Warrant (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Warrant Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant in whole or in part by payment of cashimmediately available funds, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender delivery of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = Y (A-B) A Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Common Stock (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Corporation's Preferred Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth belowexercise), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Corporation together with the properly endorsed Notice of Exercise, Exercise in which event the Company Corporation shall issue to the Holder a number of Shares shares of Preferred Stock computed using the following formula: Where: X = Y (A-B) ------- A Where X = the number of Shares shares of Preferred Stock to be issued to the Holder Y = the number of Shares shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Corporation's Preferred Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of Stock issuable hereunder is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares of Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue or cause to be issued to the Holder a number of Exercise Shares computed using the following formula: Where: X = Y (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Shares shares of Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of Stock purchasable under the Warrant (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = Y (A-B) A Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Common Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (share of Common Stock shall be determined by the "Fair Market Value") shall mean, with respect to each such Share,Company’s Board of Directors in good faith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of Stock issuable hereunder is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue or cause to be issued to the Holder a number of Shares shares of Stock computed using the following formula: Where: A Where X = the number of Shares shares of Stock to be issued to the Holder Y = the number of Shares shares of Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of Stock purchasable under the Warrant (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Series A Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of Shares shares of Series A Stock (or, if exercised pursuant to Section 5.3 hereof in connection with the Company’s initial public offering, the number of shares of Common Stock of the Company that would be issuable upon the conversion of a number of shares of Series A Stock) computed using the following formula: Where: Where X = the number of Shares shares of Series A Stock to be issued to the Holder Y = the number of Shares shares of Series A Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Series A Stock (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = Y (A-B) Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share (at Market Price on the Trading Day immediately preceding the date of such calculation) election B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Common Stock is registered under the Exchange Act, and the Current Market Value (as defined below) of one Share share of Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Warrant Office together with the properly endorsed Subscription Notice of Exercise, in which event the Company shall issue to the Holder holder a number of Shares shares of Common Stock computed using the following formulaas follows: X = Y(A-B) ------ A Where: X = the number of Shares shares of Common Stock to be issued to the Holder holder. Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value Current Market Value of one Share share of Common Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if in the Fair Market Value (as defined below) event of one Share is greater than a Change of Control the Warrant Price (at the date of calculation as set forth below)Holder may elect, in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof hereof being canceled) by surrender of this Warrant at the principal office of the Company Corporation together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder Holder, upon consummation of such Change of Control, a number of Shares shares of Warrant Stock computed using the following formula: Where: X = Y (A-B) Where X = the number of Shares shares of Warrant Stock to be issued to the Holder Y = the number of Shares shares of Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Corporation’s Warrant Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (share of Warrant Stock shall be the "Fair Market Value") shall mean, with respect value received in such Change of Control by the holders of the securities as to each such Share,which purchase rights under this Warrant exist.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Share is greater than the Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event the Company shall issue to the Holder a number of Shares computed using the following formula: X = Y (A-B) Where: X = the number of Shares to be issued to the Holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled exercised (at the date of such calculation) A = the fair market value Fair Market Value of one Share (at the date of such calculation) B = the Warrant Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of Stock issuable hereunder is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue or cause to be issued to the Holder a number of Shares shares of Stock computed using the following formula: Where: Where X = the number of Shares shares of Stock to be issued to the Holder Y = the number of Shares shares of Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of Stock purchasable under the Warrant (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “Conversion Right”) to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = Y (A-B) A Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Common Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (share of Common Stock shall be determined based on the "Fair Market Value") shall mean, with respect to each such Share,following:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Common Stock is registered under the Exchange Act, and the Current Market Value (as defined below) Price of one Share share of Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Warrant Office together with the properly endorsed Subscription Notice of Exercise, in which event the Company shall issue to the Holder holder a number of Shares shares of Common Stock computed using the following formulaas follows: X = Y(A-B) A Where: X = the number of Shares shares of Common Stock to be issued to the Holder holder. Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value Current Market Price of one Share share of Common Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value per Share (as defined below) of one Share is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by in exchange for the surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = (Y x (A-B)) A Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Fair Market Value per Share (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Exercise Shares is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of shares of Exercise Shares computed using the following formula: Where: X = Y (A-B) A Where X = the number of shares of Exercise Shares to be issued to the Holder Y = the number of shares of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Exercise Shares (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Exercise Shares shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company's Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = Y (A-B) ------- A Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value closing sales price of one Share (at share of Common Stock as quoted on the Nasdaq on the date of such calculation) calculation B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the fair market value of one Share (the "Fair Market Value") shall mean, with respect to each such Share,)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Exercise Share is greater than the Warrant Exercise Price (at the date of calculation as set forth below), then, in lieu of exercising this Warrant by payment of cashas provided in Section 2.1, the Holder may elect to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) may, by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event elect to receive the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: Where: X = Y(A-B) Where X = the number of Exercise Shares to be issued to the Holder Holder; Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) ); A = the fair market value of one Exercise Share (at the date of such calculation) ); B = the Warrant Exercise Price (as adjusted to the date of such calculation) ); For purposes of this Warrantthe above calculation, the fair market value of one Exercise Share (shall be determined by the "Fair Market Value") Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall mean, with respect be the per share offering price to each such Share,the public of the Company’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Share share of the Company’s Common Stock is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “Conversion Right”) to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, Exercise in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Where: X = Y (A-B) A Where X = the number of Shares shares of Common Stock to be issued to the Holder Y = the number of Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one Share share of the Company’s Common Stock (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Share (the "Fair Market Value") share of Common Stock shall mean, with respect to each such Share,be:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) fair market value of one Exercise Share is greater than the Warrant Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by with payment of cash, check or wire transfer or by cancellation of indebtedness as provided in Section 3.1, the Holder may elect to receive Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise, in which event Exercise elect to receive the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: Where: X = Y (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the that portion of the this Warrant being canceled (at the date of such calculation) A = the fair market value of one Exercise Share (at the date of such calculation) B = the Warrant Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrantthe above calculation, the fair market value of one Exercise Share (shall be determined by the "Fair Market Value") shall meanCompany’s Board of Directors in good faith: provided, with respect however, that in the event that this Warrant is exercised pursuant to each such Share,this Section 2.2 in connection with: