Common use of Net Exercise Clause in Contracts

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the 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 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 Exercise Shares computed using the following formula: 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 portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)The Holder may, in lieu of exercising or converting this Warrant pursuant to the terms of Section 1.1(a), elect to net exercise this Warrant, in whole or in part (except as to a fractional share), at any time and from time to time during normal business hours on any Business Day on or after the date hereof and on or prior to the Expiration Date by payment (i) delivering to the Company a written notice, in the form attached hereto as Exhibit B (the “Net Exercise Notice”), duly executed by the Holder, specifying the number of cashWarrant Shares for which the Warrant is being net exercised, and (ii) surrendering this Warrant to the Company, properly endorsed by the Holder may elect (or if this Warrant has been destroyed, stolen or has otherwise been misplaced, by delivering to the Company an affidavit of loss duly executed by the Holder), and the Holder shall thereupon been entitled to receive shares the number of Warrant Shares equal to the value product of (as determined belowi) the number of Warrant Shares issuable upon exercise 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 Exercise Shares computed using the following formula: 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 this Warrant is being exercised, issuable upon the portion of the Warrant being exercised (at the date exercise of such exerciseportion) A = for cash, determined as provided in Section 2, and (ii) a fraction, the numerator of which is the Fair Market Value per share of one Exercise Share purchasable under Common Stock at the time of such exercise minus the Warrant (Price in effect at the date time of such exercise) B = Exercise Price (as adjusted to , and the date denominator of which is the Fair Market Value per share of Common Stock at the time of such exercise) The Company acknowledges that the provisions , such number of this Section 2.2 are intended, in part, shares so issuable upon such net exercise to ensure that a full be rounded up or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications down to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance nearest whole number of doubt, the Holder shall not be required to pay any cash upon any exercise shares of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Common Stock.

Net Exercise. Notwithstanding any provisions herein In exchange for the issuance of Shares, the undersigned hereby agrees to surrender the right to purchase shares of Common Stock pursuant to the contrary, if net exercise provisions set forth in Section 1.2 of the Fair Market Value Warrant. Please issue a certificate or certificates representing such shares of one Exercise Share issuable hereunder Common Stock in the name of the undersigned or in such other name as is greater than specified below and in the Exercise Price (at the date of calculation denominations as is set forth below): [Type Name of Holder as it should appear on the stock certificate] [Requested Denominations – if no denomination is specified, in lieu a single certificate will be issued] The initial address of exercising this Warrant by payment such Holder to be entered on the books of cashCompany shall be: _______________________________________________________ _______________________________________________________ _______________________________________________________ The undersigned hereby represents and warrants that the undersigned is acquiring such shares for his own account for investment purposes only, and not for resale or with a view to distribution of such shares or any part thereof. By: Print Name: Title: Dated: FORM OF ASSIGNMENT (ENTIRE) [To be signed only upon transfer of entire Warrant] TO BE EXECUTED BY THE REGISTERED HOLDER TO TRANSFER THE WITHIN WARRANT FOR VALUE RECEIVED hereby sells, assigns and transfers unto all rights of the Holder may elect to receive shares equal undersigned under and pursuant to the value (as determined below) within Warrant, and the undersigned does hereby irrevocably constitute and appoint Attorney to transfer the said Warrant on the books of this Warrant (or the portion thereof being canceled) by surrender , with full power of this Warrant at the principal office substitution. [Type Name of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formulaHolder] By: 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 portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.Title: Dated:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the 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 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 Exercise Shares computed using the following formula: 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 portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the 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 equal to the value (as determined below) of exercise this Warrant (or the portion thereof being canceled) on a net basis, by surrender of this Warrant at the principal office of the Company (or at such other place or places as may be determined by the Company from time to time) 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: 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 number of Exercise Shares purchasable under the portion of the Warrant being so exercised (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation and section 9 hereof, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion3 in connection with the Company’s initial public offering of its Class A common shares (“Common Shares”), within the meaning of paragraph (d)(3)(iii) of Rule 144 under fair market value per Exercise Share shall be the Securities Act. At per Common Share offering price to the request public of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Company’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder the Common Stock is greater than the Exercise Price (at as the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to exercise this Warrant through a net exercise as provided in this Section. In such event, the Holder (and/or its designees, as applicable) shall receive shares equal to the net value (as determined below) of the Shares subject to this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event Company, and the Company shall issue to the Holder (and/or its designees, as applicable) a number of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares then purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercisecalculation) A = the Fair Market Value of one Exercise Share purchasable under the Warrant Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such calculation) Upon any such exercise) The Company acknowledges that the provisions , if a balance of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holderpurchasable shares remains after such exercise, the Company will accept reasonable modifications shall execute and deliver to the Holder (and/or its designees, as applicable) hereof a new Warrant for such balance of shares. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange procedures provided for shall be issued, and the Company shall in this Section in order lieu thereof make payment to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any (and/or its designees, as applicable) hereof of cash upon any exercise in the amount of this Warrant pursuant to this Section 2.2. For all purposes such fraction multiplied by the Fair Market Value of this Warrant (other than this Section 2), any reference herein Common Stock or round up to the exercise of this Warrant next whole share. Any tax liability related to such transaction shall be deemed to include a reference to paid by the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Holder (and/or its designees, as applicable).

Net Exercise. Notwithstanding any provisions herein to the contraryforegoing, if the Fair Market Value of one Holder submits an Exercise Share issuable hereunder is greater than the Exercise Price (Notice at any time following the date that is one year after the Issuance Date, and at such time an effective Registration Statement is not available for the resale of calculation as set forth below), in lieu all of exercising this the Warrant by payment of cashShares issuable hereunder, the Holder may elect to receive shares equal pay the Exercise Price in either cash or pursuant to a cashless exercise (a “Cashless Exercise”), as hereinafter provided, or, at the election of Holder, a combination thereof. The Holder may effect a Cashless Exercise by (i) delivery of an Exercise Notice noting that the Holder wishes to effect a Cashless Exercise and (ii) the surrender to the value (Company, on or as determined below) soon as practicable following the date the Holder delivers the Exercise Notice to the Company, of this Warrant (or an indemnification undertaking with respect to this Warrant in the portion thereof being canceledcase of its loss, theft or destruction), upon which the Company shall (X) by surrender issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of the holder 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 Exercise Shares computed using the following formula: X = Y * (A-B) Where X = or its designee, for the number of Exercise shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, upon the request of the holder, credit such aggregate number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise to the holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The number of Warrant Shares to be issued to the Holder pursuant to a Cashless Exercise shall be determined as follows: X = Y x (A-B)/A where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of Exercise Warrant Shares purchasable under the Warrant or, if only a portion of the with respect to which this Warrant is being exercised, ; A = the portion fair market value of the Warrant being exercised (one share of Common Stock at the date of such exercise) A ; and B = the Fair Market Value Exercise Price. For purposes of this Section 2(b), the fair market value of one Exercise Share purchasable under share of Common Stock shall be determined in good faith by the Warrant Company’s Board of Directors; provided, however, that if the Company’s Common Stock is traded on a national exchange or over-the-counter market, the fair market value per share shall be the cumulative twenty (at 20) – day Volume Weighted Average Price (“VWAP”) of the Common Stock for the twenty trading days immediately preceding (but not including) the date of exercise, calculated by adding up the dollars traded on such exercisenational exchange or over-the-counter market for every transaction during the twenty (20) B = Exercise Price – day period (as adjusted to price times shares traded) and then dividing by the date of total shares traded on such exercisenational exchange or over-the-counter market for the twenty (20) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2– day period.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the 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 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 Exercise Shares computed using the following formula: X = Y * (AX= Y*(A-B) 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 portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) conversion for purposes of Rule 144 under the Securities ActAct and as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (or any similar provision of state or local law that follows the U.S. federal income tax treatment). At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cashthe Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or before the Holder may elect expiration of the Exercise Period, to receive shares equal to the value (as determined below) of surrender 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 and receive that number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Holder. Y = the number of shares of Common Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant). A = the NYSE closing price on the last Trading Day prior to exercise of this Warrant. B = the Exercise Shares purchasable Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the Warrant orcontrary contained in this Warrant, if only as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted in full pursuant to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended6, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash and upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise surrender of this Warrant shall be deemed entitled to include receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a reference to the exchange of this Warrant positive number for Exercise Shares in accordance with the terms of this Section 2.2“X”.

Net Exercise. Notwithstanding any provisions herein to the contraryforegoing, if the Fair Market Value Holder submits an Exercise Notice at any time following the one-year anniversary of one Exercise Share the Initial Issuance Date, and at such time an effective Registration Statement is not available for the resale of all of the Warrant Shares issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashhereunder, the Holder may elect to receive shares equal pay the Exercise Price in either cash or pursuant to a cashless exercise (a “Cashless Exercise”), as hereinafter provided, or, at the election of Holder, a combination thereof. The Holder may effect a Cashless Exercise by (i) delivery of an Exercise Notice noting that the Holder wishes to effect a Cashless Exercise and (ii) the surrender to the value (Company, on or as determined below) soon as practicable following the date the Holder delivers the Exercise Notice to the Company, of this Warrant (or an indemnification undertaking with respect to this Warrant in the portion thereof being canceledcase of its loss, theft or destruction), upon which the Company shall (X) by surrender issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of the holder 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 Exercise Shares computed using the following formula: X = Y * (A-B) Where X = or its designee, for the number of Exercise shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, upon the request of the holder, credit such aggregate number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise to the holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The number of Warrant 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 portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Cashless Exercise shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.determined as follows:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cashthe Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or before the Holder may elect expiration of the Exercise Period, to receive shares equal to the value (as determined below) of surrender 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 and receive that number of Exercise Shares shares of Common Stock computed using the following formula: Y(A - B) X = Y * (A-B) Where --------------- Where: X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Holder. Y = the number of shares of Common Stock that Xxxxxx would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant). A = the NYSE closing price on the last Trading Day prior to exercise of this Warrant. B = the Exercise Shares purchasable Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the Warrant orcontrary contained in this Warrant, if only as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted in full pursuant to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended6, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash and upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise surrender of this Warrant shall be deemed entitled to include receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a reference to the exchange of this Warrant positive number for Exercise Shares in accordance with the terms of this Section 2.2“X”.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cashthe Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or before the Holder may elect expiration of the Exercise Period, to receive shares equal to the value (as determined below) of surrender 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 and receive that number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Holder. Y = the number of shares of Common Stock that Xxxxxx would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant). A = the NYSE closing price on the last Trading Day prior to exercise of this Warrant. B = the Exercise Shares purchasable Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the Warrant orcontrary contained in this Warrant, if only as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted in full pursuant to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended6, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash and upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise surrender of this Warrant shall be deemed entitled to include receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a reference to the exchange of this Warrant positive number for Exercise Shares in accordance with the terms of this Section 2.2“X”.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the 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 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 Exercise Shares computed using the following formula: X = Y * (AX= Y*(A-B) 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 portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) conversion for purposes of Rule 144 under the Securities ActAct and as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (or any similar provision of state or local law that follows the U.S. federal income tax treatment). At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the 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 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 Exercise Shares computed using the following formula: 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 portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Exercise Share issuable hereunder Shares is greater than the 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 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 Exercise Shares shares of Series E Preferred computed using the following formula: 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 exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one share of the Company's Exercise Share purchasable under Shares on the Warrant (at the date of such exercise) Exercise Date B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of Exercise Shares shall be determined by the Company's Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion, within (A) after the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderCompany's initial public offering, the Company will accept reasonable modifications to fair market value on the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Exercise Date shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.closing