Common use of Exercise of the Purchase Rights Clause in Contracts

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as to which the Warrants are being exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit EXHIBIT I (the "Notice of ExerciseNOTICE OF EXERCISE"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment Notice of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net IssuanceNET ISSUANCE") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment Notice of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. below If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to timetime after the issuance and sale of any Series E Preferred Stock by the Company and, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment acknowledgment of Exercise exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ ----- A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, time prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I 1 (the "Notice of Exercise"), duly completed and executed, along with this Warrant Agreement. Promptly upon receipt of the Notice of Exercise Exercise, this Warrant Agreement and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholderspurchased. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, (ii) forgiveness of the indebtedness under the Subordinated Loan, or (iiiii) by surrender of Warrants the right to purchase such number of shares equal in value (as determined below) to the aggregate exercise price of the number of shares to be purchased by the Warrantholder ("Net Issuance") as determined below). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ ------- A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The Subject to Section 1, the purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company Company, at its principal office office, a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment acknowledgment of Exercise exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either either: (i) by cash or check, ; or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office this Warrant Agreement with a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of this Warrant Agreement with the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one thirty (2130) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment acknowledgment of Exercise exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid shall at the Warrantholder's election be paid to the Company at its principal address either (i) by cash cash, wire transfer or certified check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = Preferred Stock (at the Exercise Price. As used herein, current fair market value date of Common Stock shall mean with respect to each share of Common Stock:calculation).

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office this Warrant Agreement with a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of this Warrant Agreement with the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one thirty (2130) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment acknowledgment of Exercise exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may shall at the Warrantholders election be paid to the Company at the Warrantholder's election its principal address either (i) by cash cash, wire transfer or certified check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = Preferred Stock (at the Exercise Price. As used herein, current fair market value date of Common Stock shall mean with respect to each share of Common Stock:calculation).

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in partpart (but not for a fraction of a share), at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one thirty (2130) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares shams of Preferred Stock purchased and shall execute the Acknowledgment Notice of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price for the number of shares of Preferred Stock to be purchased by the Warrantholder may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ _____ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock as of a particular date (the "Determination Date") shall mean with respect to each share of Common Stock:

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed, along with this Warrant Agreement. Promptly upon receipt of the Notice of Exercise Exercise, this Warrant Agreement and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholderspurchased. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants the right to purchase such number of shares equal in value (as determined below) to the aggregate exercise price of the number of shares to be purchased by the Warrantholder ("Net Issuance") as determined below). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = X= the number of shares of Preferred Stock to be issued to the Warrantholder. Y = Y= the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = A= the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the WarrantholderWarrantholder (subject to applicable securities laws), in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a copy of this Warrant and a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twentyforty-one five (2145) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Common Stock purchased and shall execute the Acknowledgment acknowledgment of Exercise exercise in the form attached hereto as Exhibit II indicating (the number "Acknowledgment of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(sExercise"), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Common Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Common Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Common Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, time or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment Notice of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants at the principal office of the Company ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common StockPreferred Stock (at the date of calculation). B = the Exercise PricePrice (as adjusted to the date of calculation). As used hereinFor purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Common Preferred Stock:

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in partpart (but not for a fraction of a share), at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one thirty (2130) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment Notice of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price for the number of shares of Preferred Stock to be purchased by the Warrantholder may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed, along with this Warrant Agreement. Promptly upon receipt of the Notice of Exercise Exercise, this Warrant Agreement and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholderspurchased. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants the right to purchase such number of shares equal in value (as determined below) to the aggregate exercise price of the number of shares to be purchased by the Warrantholder ("Net Issuance") as determined below). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed, together with the Exercise Price for the portion of the Warrant being exercised. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment acknowledgment of Exercise exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, Warrantholder in whole or in partpart (not to exceed four (4) different exercises), at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Common Stock purchased and shall execute the Acknowledgment Notice of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Common Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Common Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Common Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment Notice of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X x = Y(A-B) ------ A Where: X x = the number of shares of Preferred Stock to be issued to the Warrantholder. Y y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common StockCommon. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I 1 (the "Notice of Exercise"), duly completed and executed, along with this Warrant Agreement. Promptly upon receipt of the Notice of Exercise Exercise, this Warrant Agreement and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholderspurchased. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants the right to purchase such number of shares equal in value (as determined below) to the aggregate exercise price of the number of shares to be purchased by the Warrantholder ("Net Issuance") as determined below). If the Warrantholder elects the Net Issuance issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ ------- A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholderspurchased. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:Preferred stock.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office this Warrant Agreement with a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of this Warrant Agreement with the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one thirty (2130) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment acknowledgment of Exercise exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid shall at the Warrantholder's election be paid to the Company at its principal address either (i) by cash cash, wire transfer or certified check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ ----- A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = Preferred Stock (at the Exercise Price. As used herein, current fair market value date of Common Stock shall mean with respect to each share of Common Stock:calculation).

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, commencing one year from the Effective Date and thereafter prior to the expiration of the term set forth in Section 2 above, by tendering to the Company Company, at its principal office office, a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Common Stock purchased and shall execute the Acknowledgment acknowledgment of Exercise exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Common Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Common Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Common Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I 1 (the "Notice of Exercise"), duly completed and executed, along with this Warrant Agreement. Promptly upon receipt of the Notice of Exercise Exercise, this Warrant Agreement and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholderspurchased. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants the right to purchase such number of shares equal in value (as determined below) to the aggregate exercise price of the number of shares to be purchased by the Warrantholder ("Net Issuance") as determined below). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: Where X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, time or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment Notice of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants at the principal office of the Company ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = X= Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common StockPreferred Stock (at the date of calculation). B = the Exercise PricePrice (as adjusted to the date of calculation). As used hereinFor purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Common Preferred Stock:

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholderspurchased. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ ------------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I APPENDIX II (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one fifteen (2115) days thereafter, the Company shall instruct its transfer agent to issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholdersWarrant Shares purchased. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants all or a portion of the Warrant ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock Warrant Shares in accordance with the following formula: X = Y(A(P)(A-B) ------ -------- A Where: X = the number of shares of Preferred Stock Warrant Shares to be issued to the WarrantholderWarrantholder for the portion of the Warrant being exercised. Y P = the number of shares of Preferred Stock as Warrant Shares requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value Fair Market Value (defined below) of one (1) share of the Company's Common StockStock multiplied by the number of shares of Common Stock issuable upon conversion of one Warrant Share on this date of exercise. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. 35 The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in partpart (no more than 2 parts), at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment acknowledgment of Exercise exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Preferred Stock. B = the Exercise Price. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock:.

Exercise of the Purchase Rights. The purchase rights set forth in this Warrant Agreement are exercisable by the WarrantholderHolder hereof, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 aboveon the face hereof, by tendering to the Company at its principal office a notice of exercise in the form attached annexed hereto as Exhibit I 2 (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder Holder a certificate for the number of shares of Preferred Stock purchased and shall execute the Acknowledgment Notice of Exercise in the form attached hereto as Exhibit II indicating the number of shares which remain subject to future purchasespurchase, if any. In the event of an initial public offering, and if specifically requested by the Underwriter(s), Warrantholder will agree to lockup provisions equivalent to but not to exceed those required of the other preferred shareholders. The Exercise Price may be paid at the WarrantholderHolder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder Holder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the WarrantholderHolder. Y = the number of shares of Preferred Stock as requested to which the Warrants are being be exercised under this Warrant AgreementWarrant. A = the fair market value of one (1) share of Common Stockstock. B = the Exercise PricePrice of one (1) share of stock. As used herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock: