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 Common Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, (iii) by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any combination of the foregoing. If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price in effect under the Warrant Agreement at the time the net issue election is made pursuant to this Section 3. As used herein, current fair market value of a share 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 Common Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if anyany and an acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit III. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, (ii) by the surrender cancellation by the Warrantholder to or indebtedness of the Company of any promissory notes or other obligations issued by under the Company, with all such notes Loan Agreement and obligations so surrendered being credited against the Exercise Price in an amount equal Note to the principal amount thereof plus accrued interest to the date of surrenderWarrantholder, (iii) by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any a combination of the foregoing(i), (ii), and (iii). If the Warrantholder elects the Net Issuance method, the Company will issue Common Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Common Preferred Stock requested to 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 Price in effect under (as adjusted to the Warrant Agreement at date of calculation). For purposes of the time the net issue election is made pursuant to this Section 3. As used hereinabove calculation, current fair market value of a share 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 Common Stock purchased and shall execute the Notice 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 common shareholders. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, (iii) by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any combination of the foregoing. If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested as to be which the Warrants are being exercised under this Warrant Agreement. A = the current fair market value of one (1) share of Common Stock. B = the Exercise Price in effect under the Warrant Agreement at the time the net issue election is made pursuant to this Section 3Price. As used herein, current fair market value of a share 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 company shall issue to the Warrantholder a certificate for the number of shares of Common Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, (iii) by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any combination of the foregoing. If the Warrantholder elects the Net Issuance method, the Company will issue Common Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Preferred Stock to be issued to the Warrantholderwarrantholder. Y = the number of shares of Common Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price in effect under the Warrant Agreement at the time the net issue election is made pursuant to this Section 3Price. As used herein, current fair market value of a share 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 Common Preferred Stock purchased purchase and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, (iii) by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any combination of the foregoing. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock (or Common Stock Stock) to be issued to the Warrantholder. Y = the number of shares of Preferred Stock (or Common Stock Stock) requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock (or Common Stock). B = the Exercise Price in effect under the Warrant Agreement at the time the net issue election is made pursuant to this Section 3. As used herein, current fair market value of a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) shall mean with respect to each share of Preferred Stock (or 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 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 product of the Exercise Price and the number of shares to be issued (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 issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the Notice 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. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, check or (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, (iii) by surrender of Warrants ("Net IssuanceCashless Exercise") as determined below. Notwithstanding any provisions herein to the contrary and commencing one (1) year following the Effective Date, or if (ivi) the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) and (ii) a registration statement under the Securities Act of 1933, as amended, providing for the resale of the shares of Common Stock issuable pursuant to this Warrant Agreement is not then in effect, in lieu of exercising this Warrant by payment of cash, the Warrantholder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by any combination surrender of this Warrant at the principal office of the foregoing. If Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Warrantholder elects the Net Issuance method, the Company will issue a number of shares of Common Stock in accordance with computed using the following formula: X = Y(A-BY - (A)(Y) ------ A Where: ----- B Where X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant Agreement. A = the fair market value purchasable upon exercise of one (1) share all of Common Stock. B = the Exercise Price in effect under the Warrant Agreement at or, if only a portion of the time Warrant is being exercised, the net issue election is made pursuant to this Section 3. As used herein, current fair market value portion of a share of Common Stock shall mean with respect to each share of Common Stock:the Warrant being exercised.

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 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 Common Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at Notwithstanding anything to the Warrantholder's election contrary contained in Section 2 above or this Section 3, the Warrantholder shall either (i) exercise all outstanding warrants by paying to the Company, by cash or check, (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest aggregate Warrant Price of the shares being purchased, or (ii) receive shares equal to the date value (as determined below) of surrender, (iii) this Warrant by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any combination the Warrant at the principal office of the foregoing. If Company together with notice of such election in which event the Company shall issue to the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with a number of shares of Preferred computed using the following formula: X = Y(A-B) ------ A Where: X = the The number of shares of Common Stock Preferred to be issued to the Warrantholder. Y = the The number of shares of Common Stock requested to be exercised Preferred under this Warrant AgreementWarrant. A = the The fair market value of one (1) share of Common StockCommon. B = the The Exercise Price in effect under the Warrant Agreement at the time the net issue election is made pursuant to this Section 3. As used herein, current fair market value of a share of Common Stock shall mean with respect to each share of Common Stock:Price.

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 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 Common Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at Notwithstanding anything to the Warrantholder's election contrary contained in Section 2 above or this Section 3, the Warrantholder shall either (i) exercise all outstanding warrants by paying to the Company, by cash or check, (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest aggregate Warrant Price of the shares being purchased, or (ii) receive shares equal to the date value (as determined below) of surrender, (iii) this Warrant by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any combination the Warrant at the principal office of the foregoing. If Company together with notice of such election in which event the Company shall issue to the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with a number of shares of Preferred computed using the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock Preferred to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised Preferred under this Warrant AgreementWarrant. A = the fair market value of one (1) share of Common StockCommon. B = the Exercise Price in effect under the Warrant Agreement at the time the net issue election is made pursuant to this Section 3Price. As used herein, current fair market value of a share of Common Stock shall mean with respect to each share of Common Stock the average of the closing prices of the Company's Common Stock sold on all securities exchanges on which the Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m., New York City time, or, if on any day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the current fair market value of Common Stock is being determined and the 20 consecutive business days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Preferred Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless (i) the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the current fair market value of the Preferred Stock shall be deemed to be the value received by the holders of the Company's Series C Preferred Stock for each share of Series C Preferred Stock (or Common Stock if all such shares have been converted into Common Stock:) pursuant to the Company's acquisition; or (ii) the Warrantholder shall purchase such shares in conjunction with the initial underwritten public offering of the Company's Common Stock pursuant to a registration statement filed under

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 Common Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, (iii) by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any combination of the foregoing. If the Warrantholder elects the Net Issuance method, the Company will issue Common Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Common Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price in effect under the Warrant Agreement at the time the net issue election is made pursuant to this Section 3Price. As used herein, current fair market value of a share 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, and the original of this Warrant Agreement for cancellation. 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 Common Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if anyany and an acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit III. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, (ii) by the surrender cancellation by the Warrantholder to or indebtedness of the Company of any promissory notes or other obligations issued by under the Company, with all such notes Loan Agreement and obligations so surrendered being credited against the Exercise Price in an amount equal Note to the principal amount thereof plus accrued interest to the date of surrenderWarrantholder, (iii) by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any a combination of the foregoing(i), (ii), and (iii). If the Warrantholder elects the Net Issuance method, the Company will issue Common Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Common Preferred Stock requested to 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 Price in effect under (adjusted to the date of calculation). The date of calculation shall be the date on which this Notice of Exercise and original Warrant Agreement at shall have been actually received by the time Company along with payment for such shares. For purposes of the net issue election is made pursuant to this Section 3. As used hereinabove calculation, current fair market value of a share 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 Common Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, check or (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, (iii) by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any combination of the foregoing. If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant Agreement. Agreement A = the fair market value of one (1) share of Common Stock. B = the Exercise Price in effect under the Warrant Agreement at the time the net issue election is made pursuant to this Section 3Price. As used herein, current fair market value of a share 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 Common Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by the surrender by the Warrantholder to the Company of any promissory notes or other obligations issued by the Company, with all such notes and obligations so surrendered being credited against the Exercise Price in an amount equal to the principal amount thereof plus accrued interest to the date of surrender, (iii) by surrender of Warrants ("Net Issuance") as determined below, or (iv) by any combination of the foregoing. If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = X= the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Stock. B = the Exercise Price in effect under the Warrant Agreement at the time the net issue election is made pursuant to this Section 3Price. As used herein, current fair market value of a share of Common Stock shall mean with respect to each share of Common Stock: