Common use of Exercise Clause in Contracts

Exercise. The purchase rights set forth in this 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 Exercise Period, 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 five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. . A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. . B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” of the Common StockStock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average product of (x) the prior day closing prices over a five (5) trading day period ending three (3) days price before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average product of (x) the prior day closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (provided that if y) the Company number of shares of Common Stock into which each share of Preferred Stock is then in possession convertible at the time of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)exercise, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth Grantee shall exercise the Stock Appreciation Rights by giving Pluris a written notice of the exercise of the Stock Appreciation Rights in the form of Exhibit A to this Agreement are exercisable by and providing any other documentation that the Warrantholder, in whole or in part, at any time, or Board may require from time to time, prior to the expiration of the Exercise Period, by tendering to the Company at its principal office a . The 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 shall set forth below, and in no event later than five (5) days thereafter, the Company number of shares with respect to which Grantee is exercising the Stock Appreciation Rights. The notice shall issue be effective when received at Pluris’ main office. The Stock Appreciation Rights will be considered exercised with respect to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise specified in the form attached hereto as Exhibit II (notice on the “Acknowledgment latest of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or checkthe date of exercise designated in the notice, or (ii) if the date so designated is not a business day, the first business day following such date or (iii) the earliest business day by surrender of which Pluris has received the notice and all documentation required by the Board. Pluris shall deliver to Grantee cash and/or a certificate or a portion of certificates for the Warrant for shares of Common Stock received upon exercise of the Stock Appreciation Rights: provided, however, that the time of delivery may be postponed for such period as may be required for Pluris with reasonable diligence to be exercised under this Agreement andcomply with any requirements or provisions of the Securities Act of 1933 or the Securities Exchange Act of 1934, if applicableany law, an amended Agreement representing the remaining number order or regulation of shares purchasable hereunderany governmental authority, as determined below (“Net Issuance”)or any rule or regulation of, or agreement of Pluris with, any applicable securities exchange or quotation system. If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = at any time the number of shares of Common Stock to be issued to received upon exercise of the Warrantholder. Y = Stock Appreciation Rights includes a fractional share, the number of shares actually issued shall be rounded down to the nearest whole share. If Grantee fails to accept delivery or tender of Common Stock requested to be purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes all or any of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation to be received upon exercise of the Company’s Common StockStock Appreciation Rights specified in the notice, Grantee's right to exercise the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection Stock Appreciation Rights with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant respect to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company unaccepted shares shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodterminate.

Exercise. The purchase rights (a) Subject to the terms and conditions of this Agreement, the Options may be exercised by written notice delivered to the Company or its designated representative in the manner and at the address for notices set forth in this Agreement Section 9 hereof. Such notice shall state that the Options are exercisable being exercised thereby and shall specify the number of Shares for which the Options are being exercised. The notice shall be signed by the Warrantholder, person or persons exercising the Options and shall be accompanied by payment in whole or in part, at any time, or from time to time, prior to the expiration full of the Exercise Period, Price for such Shares being acquired upon the exercise of the Options. Payment of such Exercise Price may be made by tendering to one of the Company at its principal office a notice of exercise following methods: (i) in cash (in the form attached hereto of a certified or bank check or such other instrument as Exhibit I the Administrator may accept); (ii) in any combination of (a) and (b) above; (iii) by delivery of a properly executed exercise notice together with such other documentation as the Company’s Board of Directors (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 five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of ExerciseBoard”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or and a portion of the Warrant for shares of Common Stock to be exercised under this Agreement andqualified broker, if applicable, shall require to effect an amended Agreement representing exercise of the remaining number of shares purchasable hereunderOptions, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, and delivery to the Company will issue shares of Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock proceeds required to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = pay the Exercise Price. For purposes ; or (iv) by requesting that the Company withhold such number of Shares then issuable upon exercise of the above calculationOptions as will have a Fair Market Value equal to the Exercise Price of the Shares being acquired upon the exercise of the Options. “Fair Market Value” means, current fair market as of any date, the value of Common Stock shall mean with respect to each share of Common Stock: determined as follows: (Aa) if the Common Stock is traded listed on a U.S. national securities exchange, the fair market value its Fair Market Value shall be deemed to be either the average mean of the closing highest and lowest reported sale prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; stock (or (B) , if the Common Stock is traded over-the-counterno sales were reported, the fair market value shall be deemed to be the average of the closing bid and asked price) or the last reported sale price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the stock, as determined by the Administrator in its discretion, on a U.S. national securities is being determined; (i) exchange for any given day or, if at not listed on such exchange, on any time other national securities exchange on which the Common Stock is listed as reported in The Wall Street Journal or such other source as the Administrator deems reliable; (b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter marketreported, the current fair market value Fair Market Value of a Share of Common Stock shall be either the highest price per share which mean between the Company could reasonably expect to obtain from a willing buyer (not a current employee high bid and low asked prices or director) the last asked price, as determined by the Board for shares of the Common Stock sold by the Company, from authorized but unissued shareson any given day, as reported in The Wall Street Journal or such other source as the Board deems reliable; or (c) in the absence of an established regular public market for the Common Stock, the Fair Market Value shall be determined in good faith by its the Board of Directors (provided that if pursuant to the Company is then in possession reasonable application of a recent reasonable valuation method in accordance with the provisions of Section 409A of the Company’s Code and the regulations thereunder and, with respect to an Incentive Stock Option, in accordance with such regulations as may be issued under the Code. If the tender of shares of Common Stock as payment of the Exercise Price would result in the issuance of fractional shares of Common Stock, the Board Company shall instead return the balance in cash or by check to the Grantee. If the Options are exercised by any person or persons other than the Grantee, the notice described in this shall be accompanied by appropriate proof (as determined by the Board) of Directors may rely on the right of such valuation), unless person or persons to exercise the Notice Options under the terms of Exercise is delivered in connection with a Merger Eventthis Agreement. The Company shall issue and deliver, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders name of the Company’s Common Stock on person or persons exercising the Options, a common equivalent basis pursuant to certificate or certificates representing such Merger Event. Upon partial Shares as soon as practicable after notice and payment are received and the exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodis approved.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five (5) three business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Capital Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares or the amount of the Warrant Coverage which remain subject to future purchases under this Warrantexercises, if any. The Purchase Price may be paid at the Warrantholder’s election either (ia) by cash or check, or (iib) by surrender of all or a portion of the Warrant for shares of Common Capital Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement Warrant representing the remaining number of shares or the amount of the Warrant Coverage purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Capital Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Capital Stock to be issued to the Warrantholder. Y = the number of shares of Common Capital Stock requested to be purchased exercised under this AgreementWarrant (inclusive of shares of Capital Stock surrendered to the Company in payment of the aggregate Exercise Price in connection with a Net Issuance). A = the fair market value of one (1) share of Common Capital Stock at the time of issuance of such shares of Common Capital Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the prior day closing prices over a five (5) trading day period ending three (3) days price before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the prior day closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)Directors, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement are exercisable (a) This Warrant may be exercised by the WarrantholderRegistered Holder on or before the Termination Date, in whole or in part, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by the Registered Holder at any timethe principal executive offices of the Company, or from time to timeat such other office or agency as the Company may designate, prior to the expiration accompanied by payment in full, in lawful money of the Exercise PeriodUnited States, of the Warrant Price payable in respect of the number of Warrant Shares purchased upon such exercise. (b) The Registered Holder may, at its option, elect to pay some or all of the Warrant Price payable upon an exercise of this Warrant by tendering to surrender of this Warrant at the principal executive office of the Company, or at such other office or agency as the Company at its principal office a notice of exercise in may designate, together with the purchase form attached hereto as Exhibit I (the “Notice to exercise by means of Exercise”)a net issuance 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 which event later than five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for the Registered Holder that number of shares of Common Stock purchased and shall execute Warrant Shares equal to the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the total number of shares which remain subject to future purchases under this WarrantWarrant Shares, minus the product obtained by multiplying (x) the total number of Warrant Shares (or, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or only a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance methodis being exercised, the Company will issue shares portion of Common Stock in accordance with the following formula: X = Y(A-BWarrant being cancelled, at the date of such calculation) A Where: X = by (y) a fraction, the number numerator of shares which shall be the Warrant Price per share and the denominator of Common Stock to which shall be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be purchased under this Agreement. A = the fair market value of one (1) Fair Market Value per share of Common Stock at the time as of issuance of such shares of Common Stock. B = the Exercise PriceDate. For purposes of the above calculation, current fair market value The "Fair Market Value" per share of Common Stock shall mean with respect to each share of Common Stockbe determined as follows: (Ai) if As long as the Common Stock is traded listed on a national securities exchange, the fair market value NASDAQ Small Cap Market, the NASDAQ National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the closing high and low reported sale prices over a five (5) per share of Common Stock thereon on the trading day period ending three immediately preceding the Exercise Date (3) days before the day the current fair market value of the securities provided that if no such price is being determined; or (B) if the Common Stock is traded over-the-counterreported on such day, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Fair Market or the over-the-counter market, the current fair market value Value per share of Common Stock shall be determined pursuant to clause (ii)). (ii) In all other cases, the highest price Fair Market Value per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share value received of the Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 20 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(b) shall be delayed until such determination is made. (c) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) above (the "Exercise Date"). At such time, the person or persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates. (d) As soon as practicable after the exercise of this Warrant in full or in part, and in any event within twenty (20) days thereafter, the Company’s Common Stock , at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct: (i) a certificate or certificates for the number of Warrant Shares to which the Registered Holder shall be entitled upon such exercise; and (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on a common equivalent basis the face or faces thereof for the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the sum of: (a) the number of such shares purchased by the Registered Holder upon such exercise and (b) the number of Warrant Shares (if any) covered by the portion of this Warrant cancelled in payment of the total Warrant Price payable upon such exercise pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodsubsection 1(b) above.

Exercise. The purchase rights set forth in this 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 Exercise Period, 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 five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth (a) During the period that the Option is exercisable, it may be exercised in this Agreement are exercisable full or in part by the WarrantholderGrantee, his or her legal representatives, guardian or Successor, as defined in whole the Plan, by delivering or in part, at any time, or from time to time, prior mailing written notice of the exercise to the expiration Secretary of AMCE. The written notice shall be signed by each person entitled to exercise the Option and shall specify the address and Social Security number of each such person. If any person other than the Grantee purports to be entitled to exercise all or any portion of the Exercise PeriodOption, the written notice shall be accompanied by tendering proof, satisfactory to the Company at its principal office a Secretary of AMCE, of that entitlement. (b) The written 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 shall be accompanied by full payment of the Purchase Price in accordance with the terms set forth below, and in no event later than five (5) days thereafter, the Company shall issue to the Warrantholder a certificate exercise price for the number of shares of Common Stock purchased and shall execute as to which the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election Option is exercised either (i) in cash, certified or bank cashier's check or money order, payable to AMCE, (ii) in shares of AMCE Common Stock that have been held by cash the Grantee for at least six months and evidenced by certificates either endorsed or checkwith stock powers attached transferring ownership to AMCE, with an aggregate Fair Market Value (as defined in the Plan) equal to said exercise price on the date the written notice is received by the Secretary, or (iiiii) by surrender of all or a portion in any combination of the Warrant foregoing. (c) Notwithstanding the provisions of subsection (b) next above, shares acquired through the exercise of an Incentive Stock Option granted under the Plan or any predecessor stock option plan providing for options on shares of AMCE Common Stock to may be exercised under this Agreement and, used as payment at exercise hereunder only if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock:have been held for at least 12 months following such acquisition. (Ad) if The written notice of exercise will be effective and the Common Stock is traded on a securities exchange, the fair market value Option shall be deemed exercised to be the average extent specified in the notice on the date that the written notice (together with required accompaniments respecting payment of the closing prices over a five (5exercise price) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders Secretary of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise PeriodAMCE at its then executive offices during regular business hours.

Exercise. The purchase rights set forth in this Agreement are exercisable by Prior to the Warrantholder, in whole or in part, Expiration Date and at any time, or from time to time, prior to during the expiration of the Exercise Period, 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 five (5) days thereafterOptionee’s Business Relationship, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of Optionee may exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock Option, to be exercised under this Agreement andthe extent vested, if applicableby giving notice in the form, to the person, and using the administrative method and the exercise procedures established by the Committee from time to time (including any procedures utilizing an amended Agreement representing the remaining number of shares purchasable hereunderelectronic signature and/or web-based approval and notice process), as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = specifying the number of shares of Common Stock Shares to be issued acquired. The Optionee’s right to exercise the vested portion of the Option following the date that the Optionee’s Business Relationship Terminates will depend on the reason for such Termination, as described in Sections 5 and 6, below. The Optionee must pay to the Warrantholder. Y = the number of shares of Common Stock requested to be purchased under this Agreement. A = the fair market value of one (1) share of Common Stock Company at the time of issuance exercise the amount of the Option Price for the number of Shares covered by the notice to exercise (“Aggregate Option Price”). The Aggregate Option Price for any Shares purchased pursuant to the exercise of an Option shall be paid in any or any combination of the following forms: (x) cash or its equivalent (e.g., a check); or (y) if permitted by the Committee, the transfer, either actually or by attestation, to the Company of Shares that have been held by the Optionee for at least six (6) months (or such lesser period as may be permitted by the Committee) prior to the exercise of the Option, such transfer to be upon such terms and conditions as determined by the Committee; or (z) in the form of other property as determined by the Committee. Any Shares transferred to the Company as payment of the exercise price under an Option shall be valued at their Fair Market Value on the last business day preceding the date of exercise of such shares of Common StockOption. B = In addition, (x) at the Exercise Price. For purposes discretion of the above calculation, current fair market value Committee at the time of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchangeexercise, the fair market value shall be deemed to be Optionee may provide for the average payment of the closing prices over Aggregate Option Price through Share withholding as a five result of which the number of Shares issued upon exercise of an Option would be reduced by a number of Shares having a Fair Market Value equal to the Aggregate Option Price and (5y) trading day period ending three (3) days before Options may be exercised through a registered broker-dealer pursuant to such cashless exercise procedures that are, from time to time, deemed acceptable by the day Committee. If requested by the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counterCommittee, the fair market value Optionee shall be deemed deliver this Agreement to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined which shall endorse thereon a notation of such exercise and return such Agreement to the Optionee. No fractional Shares (or cash in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock lieu thereof) shall be deemed to be issued upon exercise of an Option and the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement Shares that may be purchased upon exercise shall be identical to those contained herein, including, but not limited rounded to the Effective Date hereof and Exercise Periodnearest number of whole Shares.

Exercise. The purchase rights set forth in this 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 Exercise Period, 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 five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Preferred Stock in accordance with the following formula: X = Y(A-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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise PeriodExpiration Time, 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 Purchase Price (payable in cash or check in the event the Warrantholder does not elect Net Settlement). 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 five (5) days Business Days thereafter, the Company shall or its transfer agent shall, at the election of the Company, either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock Shares purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares Common Shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either by (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares that number of Common Stock Shares issuable upon exercise of this Warrant having an aggregate current fair market value equal to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below Purchase Price (“Net IssuanceSettlement”). If The net number of Common Shares issuable to the Warrantholder elects the upon any Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formulaSettlement shall be calculated as follows: X = Y(A-B) A Where: X = the number of shares of Common Stock Shares to be issued to the Warrantholder. Y = the number of shares of Common Stock Shares requested to be purchased exercised under this Agreement. A = the current fair market value of one (1) share of Common Stock Share at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of Common Stock Shares shall mean with respect to each share of Common StockShare: (Ai) if at all times when the Common Stock is Shares are traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the current fair market value of one (1) Common Share shall be deemed to be the volume-weighted average of the closing prices over a five the ten (510) consecutive trading days ending two (2) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted effected automatically pursuant to Section 3(b) in the NASDAQ National Market or the over-the-counter marketconnection with a Merger Event, the current fair market value of a Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock Share shall be deemed to be the per share value received by the holders of the Company’s outstanding Common Stock on a common equivalent basis Shares pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; and (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of one (1) Common Share shall be determined in good faith by the Company’s Board of Directors. The number of Common Shares issuable upon Net Settlement shall be rounded down to the nearest whole Common Share, with the value of any fractional Common Share being paid to the Warrantholder in cash pursuant to Section 5 below. Upon partial exercise of this Warrant by either cash or check or Net IssuanceSettlement prior to the Expiration Time, the Company shall promptly issue an amended Agreement representing the remaining number of shares Common Shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to to, the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement are exercisable by Prior to the Warrantholder, in whole or in part, Expiration Date and at any time, or from time to time, prior to during the expiration of the Exercise Period, 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 five (5) days thereafterOptionee’s Business Relationship, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of Optionee may exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock Option, to be exercised under this Agreement andthe extent vested, if applicableby giving notice in the form, to the person, and using the administrative method and the exercise procedures established by the Committee from time to time (including any procedures utilizing an amended Agreement representing the remaining number of shares purchasable hereunderelectronic signature and/or web-based approval and notice process), as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: X = Y(A-B) A Where: X = specifying the number of shares of Common Stock Shares to be issued acquired. The Optionee’s right to exercise the vested portion of the Option following the date that the Optionee’s Business Relationship Terminates will depend on the reason for such Termination, as described in Sections 6 and 7, below. The Optionee must pay to the Warrantholder. Y = the number of shares of Common Stock requested to be purchased under this Agreement. A = the fair market value of one (1) share of Common Stock Company at the time of issuance exercise the amount of the Option Price for the number of Shares covered by the notice to exercise (“Aggregate Option Price”). The Aggregate Option Price for any Shares purchased pursuant to the exercise of an Option shall be paid in any or any combination of the following forms: (x) cash or its equivalent (e.g., a check); or (y) if permitted by the Committee, the transfer, either actually or by attestation, to the Company of Shares that have been held by the Optionee for at least six (6) months (or such lesser period as may be permitted by the Committee) prior to the exercise of the Option, such transfer to be upon such terms and conditions as determined by the Committee; or (z) in the form of other property as determined by the Committee. Any Shares transferred to the Company as payment of the exercise price under an Option shall be valued at their Fair Market Value on the last business day preceding the date of exercise of such shares of Common StockOption. B = In addition, (x) at the Exercise Price. For purposes discretion of the above calculation, current fair market value Committee at the time of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchangeexercise, the fair market value shall be deemed to be Optionee may provide for the average payment of the closing prices over Aggregate Option Price through Share withholding as a five result of which the number of Shares issued upon exercise of an Option would be reduced by a number of Shares having a Fair Market Value equal to the Aggregate Option Price and (5y) trading day period ending three (3) days before Options may be exercised through a registered broker-dealer pursuant to such cashless exercise procedures that are, from time to time, deemed acceptable by the day Committee. If requested by the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counterCommittee, the fair market value Optionee shall be deemed deliver this Agreement to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined which shall endorse thereon a notation of such exercise and return such Agreement to the Optionee. No fractional Shares (or cash in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock lieu thereof) shall be deemed to be issued upon exercise of an Option and the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement Shares that may be purchased upon exercise shall be identical to those contained herein, including, but not limited rounded to the Effective Date hereof and Exercise Periodnearest number of whole Shares.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this Agreement Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to during the expiration of the Exercise PeriodWarrant Term, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I A (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 five (5) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II B (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementWarrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current the fair market value of one (1) share of Common Stock shall mean with respect to each share of Common Stockmean: (Ai) if the Common Stock is traded on a the New York Stock Exchange, the American Stock Exchange, any exchange operated by the NASDAQ Stock Market, LLC or any other securities exchange, the fair market value of one (1) share of Common Stock shall be deemed to be the volume-weighted average of the closing prices over a five the twenty (520) consecutive trading days ending two (2) trading day period ending three (3) days before the day the current fair market value of the securities one (1) share of Common Stock is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter marketexchange, the current fair market value of one (1) share of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the CompanyCompany (based upon the valuation by the Board of all shares of Common Stock), from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)Directors, unless the Notice of Exercise this Warrant is delivered being exercised in connection with a Merger Event, in which case the fair market value of one (1) share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common Common Stock equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement agreement substantially in the form of the Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company or its transfer agent shall either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. ​ A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. ​ B = the then-effective Exercise Price. ​ For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Perioddate hereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” of the Common StockStock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked price prices quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (provided that if y) the Company number of shares of Common Stock into which each share of Preferred Stock is then in possession convertible at the time of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)exercise, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to during the expiration of the Exercise PeriodWarrant Term, 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 five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementAgreement (including the number of shares to be cancelled in payment of the Purchase Price). A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current the fair market value per share of Common Stock shall mean with respect to each share of Common Stockmean: (Ai) if the Common Stock is traded on a the New York Stock Exchange, the American Stock Exchange, any exchange operated by The NASDAQ Stock Market LLC or any other securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities Common Stock is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter marketNew York Stock Exchange, the current American Stock Exchange, any exchange operated by The NASDAQ Stock Market LLC or any other securities exchange, the fair market value of such Common Stock shall be fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its the Company’s Board of Directors (provided provided, that if Warrantholder disagrees with the Company is then in possession of a recent valuation of fair market value determined by the Company’s Board of Directors Warrantholder may solicit, from an appraiser reasonably acceptable to the Company, an independent appraisal of the fair market value of the Common StockStock and, if such valuation is higher, Warrantholder may substitute the Board of Directors may rely on such valuationDirectors’ fair market value determination with that of the independent appraiser), unless the Notice of Exercise is delivered in connection with Company shall consummate a Merger EventEvent pursuant to which the Company is not the surviving party, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common Common Stock-equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “"Acknowledgment of Exercise”") indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s 's election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“"Net Issuance”"). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company's Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial "Price to Public" of the Common StockStock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average product of (x) the prior day closing prices over a five (5) trading day period ending three (3) days price before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average product of (x) the prior day closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (provided that if y) the Company number of shares of Common Stock into which each share of Preferred Stock is then in possession convertible at the time of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)exercise, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common 's Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company or its transfer agent shall either, at the direction of the Warrantholder, (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) the Company shall direct its transfer agent to credit to the Warrantholder no later than the third trading day following the Company’s receipt of the Notice of Exercise and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. Notwithstanding the foregoing, the shares issuable upon exercise of this Warrant shall bear a restrictive legend until such time that the shares are freely tradable. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash cash, check or checkwire, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing warrant agreement setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or; (Bii) if the Common Stock exercise is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement warrant agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement warrant agreement shall be identical to those contained herein, including, but not limited to to, the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in represented by this Agreement are exercisable Warrant may be exercised, either for cash or on a cashless basis, by the WarrantholderHolder, in whole or in part, at any time, or from time to time, prior to by the expiration surrender of this Warrant (with the Exercise Period, by tendering to the Company at its principal office a notice of exercise in form (the form "Notice of Exercise") attached hereto as Exhibit I (A duly executed) at the “Notice of Exercise”), duly completed and executed. Promptly upon receipt principal office of the Notice Company, and by paymentto the Company of an amount equal to the Exercise and Price multiplied by the payment number of the Purchase Price Shares being purchased, which amount may be paid, at the election of the Holder, by wire transfer or certified check payable to the order of the Company. The person or persons in accordance with whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the terms set forth belowholder(s) of record of, and in no event later than five (5shall be treated for all purposes as the record holder(s) days thereafterof, the Company Shares represented thereby (and such Shares shall issue be deemed to have been issued) immediately prior to the Warrantholder close of business on the date or dates upon which this Warrant is exercised. In the event Holder wishes to exercise this Warrant by means of a "cashless exercise" in which Holder shall be entitled to receive a certificate for the number of shares of Common Stock purchased and shall execute Warrant Shares equal to the acknowledgment of exercise in the form attached hereto as Exhibit II quotient obtained by dividing [(the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: X = Y(AA-B) A Where: X = (X)] by (A), where: (A) equals the number closing price of shares the Company's Common Stock, as reported (in order of priority) on the trading market on which the Company's Common Stock is then listed or quoted for trading on the trading date preceding the date of the election to be issued to exercise; or, if the Warrantholder. Y = the number of shares of Company's Common Stock requested to be purchased under this Agreement. A = is not then listed or traded on a trading market, then the fair market value of one (1) a share of Common Stock at as determined by an independent appraiser selected in good faith by the time of issuance of such shares of Common Stock. B = Recipient and the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; orCompany; (B) if equals the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average Exercise Price of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined;Warrant, as adjusted from time to time in accordance herewith; and (iX) if at any time equals the Common Stock is not listed on any securities exchange or quoted number of Warrant Shares Holder wishes to exercise in accordance with the NASDAQ National Market or the over-the-counter market, the current fair market value terms of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold this Warrant by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession means of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodcashless exercise.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Preferred Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock Shares to be issued to the Warrantholder. Y = the number of shares of Common Stock Shares requested to be purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock Share at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise PeriodShares.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company or its transfer agent shall either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. ​ The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. ​ A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock:: ​ (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or​ (Bii) if the Common Stock exercise is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or ​ (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. ​ Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementWarrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current the fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities Common Stock is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price prices quoted on the NASDAQ over-the-counter system (or similar system) over the five (5) trading day period ended ending three (3) days before the day the current fair market value of the securities Common Stock is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. . A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. . B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” of the Common StockStock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked price prices quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (provided that if y) the Company number of shares of Common Stock into which each share of Preferred Stock is then in possession convertible at the time of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)exercise, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company or its transfer agent shall either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five ten (510) trading day consecutive period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company or its transfer agent shall either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. . A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. . B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” of the Common StockStock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average product of (x) the prior day closing prices over a five (5) trading day period ending three (3) days price before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average product of (x) the prior day closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)Directors, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. 4.1 The purchase rights Purchase Rights represented by this Warrant are exercisable upon the terms and conditions set forth in this Agreement are exercisable by herein at the Warrantholder, option of the Holders in whole or in part, at any time, or time and in part at any time and from time to time, prior to time during the expiration Exercise Period upon the delivery of the Notice of Exercise Period, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (1 to the “Notice of Exercise”)Company with such notice duly executed and, duly completed and executed. Promptly except as otherwise set forth herein, upon receipt payment in cash, wire transfer or bank cashier’s check of the Exercise Price. The Purchase Rights shall be deemed to have been exercised, and the Holders shall be deemed to have become a stockholder of record of the Company for the purposes of receiving dividends and for all other purposes whatsoever with respect to the shares of Common Stock so purchased, as of the date of delivery of such properly executed Notice of Exercise and the payment accompanied by proper tender of the Purchase Exercise Price in accordance with at the terms set forth belowoffice of the Company. As promptly as practicable on or after such date, and in no any event later than within five (5) business days thereafter, the Company at its expense shall issue and deliver, or cause to be issued and delivered, to the person or persons entitled to receive the same, a certificate or certificates for the number of shares issuable upon such exercise. In the event that this Warrant is exercised in part, the Company at its expense shall execute and deliver a new Warrant of like tenor exercisable for the number of shares for which this Warrant may then be exercised. 4.2 Notwithstanding the foregoing, in lieu of making the payment contemplated in Section 4.1, the Holders may elect to receive shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrantholder Holders a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with computed using the following formula: X = Y(A-B) A Where: X = the number of the shares of Common Stock to be issued to the WarrantholderHolders. Y = the number of the shares of Common Stock requested to be purchased purchasable under this AgreementWarrant. A = the fair market value of one (1) a share of Common Stock at on the time date of issuance of such shares of Common Stockdetermination. B = the per share Exercise PricePrice (as adjusted to the date of such calculation). For purposes of this Section, the above calculation, current fair market value of a share of Common Stock shall mean with respect to each share either of Common Stock: the following: (Ai) if If the Common Stock is traded on a securities exchangepublicly traded, the per share fair market value of a share of Common Stock shall be deemed to be the average of the closing prices over a of the Common Stock as quoted on the Over-the-Counter Bulletin Board, or the principal exchange on which the Common Stock is listed, in each case for the fifteen (15) trading days ending five (5) trading day period ending three (3) days before prior to the day the current date of determination of fair market value of the securities is being determinedvalue; or or (Bii) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time If the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter marketso publicly traded, the current per share fair market value of a share of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, such fair market value as is determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained hereinafter taking into consideration factors it deems appropriate, including, but not limited to without limitation, recent sale and offer prices of the Effective Date hereof and Exercise Periodcapital stock of the Company in private transactions negotiated at arm’s length.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock the Class purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock the Class to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock the Class in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock the Class to be issued to the Warrantholder. Y = the number of shares of Common Stock the Class requested to be purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock the Class at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise PeriodClass.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five (5) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. , The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to during the expiration of the Exercise PeriodWarrant Term, 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 five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementAgreement (including the number of shares to be cancelled in payment of the Purchase Price). A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current the fair market value per share of Common Stock shall mean with respect to each share of Common Stockmean: (Ai) if the Common Stock is traded on a the New York Stock Exchange, the American Stock Exchange, any exchange operated by The NASDAQ Stock Market LLC or any other securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities Common Stock is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter marketNew York Stock Exchange, the current American Stock Exchange, any exchange operated by The NASDAQ Stock Market LLC or any other securities exchange, the fair market value of such Common Stock shall be fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its the Company’s Board of Directors (provided provided, that if Warrantholder disagrees with the Company is then in possession of a recent valuation of fair market value determined by the Company’s Board of Directors Warrantholder may solicit, from an appraiser reasonably acceptable to the Company, an independent appraisal of the fair market value of the Common StockStock and, if such valuation is higher, Warrantholder may substitute the Board of Directors may rely on such valuationDirectors’ fair market value determination with that of the independent appraiser), unless the Notice of Exercise is delivered in connection with Company shall consummate a Merger EventEvent pursuant to which the Company is not the surviving party, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common Common Stock-equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three business (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the Expiration Date or earlier termination hereof, the Company shall promptly as soon as commercially practicable issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement Agreement, mutatis mutandis, shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three business (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: X = X=Y(A-B) A Where: X = X= the number of shares of Common Stock to be issued to the Warrantholder. Y = Y= the number of shares of Common Stock requested to be purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = B= the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the fair market value of one (1) share of Common Stock shall be deemed to be the volume-weighted average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) consecutive trading day period ended three days ending two (32) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to during the expiration of the Exercise PeriodWarrant Term, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I A (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 five (5) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II B (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementWarrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current the fair market value of one (1) share of Common Stock shall mean with respect to each share of Common Stockmean: (Ai) if the Common Stock is traded on a the New York Stock Exchange, the American Stock Exchange, any exchange operated by the NASDAQ Stock Market, LLC or any other securities exchange, the fair market value of one (1) share of Common Stock shall be deemed to be the volume-weighted average of the closing prices over a five the twenty (520) consecutive trading days ending two (2) trading day period ending three (3) days before the day the current fair market value of the securities one (1) share of Common Stock is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter marketexchange, the current fair market value of one (1) share of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the CompanyCompany (based upon the valuation by the Board of all shares of Common Stock), from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)Directors, unless the Notice of Exercise this Warrant is delivered being exercised in connection with a Merger Event, in which case the fair market value of one (1) share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common Common Stock equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement agreement substantially in the form of the Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set ​ ​ forth in Section 2, 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 five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for , via book entry, the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. ​ The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock:: ​ (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the fair market value of one (1) share of Common Stock shall be deemed to be the average of the prior day closing prices over a five (5) trading day period ending three (3) days price before the day the current fair market value of the securities is being determined; or​ (Bii) if the Common Stock exercise is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or ​ (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. ​ Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended amend this Agreement representing to reflect the remaining number of shares and/or other securities purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.hereof. ​

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant this Agreement for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five (5) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Preferred Stock in accordance with the following formula: X = Y(AY (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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this Agreement are exercisable Warrants may be exercised by the WarrantholderWarrant Holder, in whole or in part, at any timeby delivering the Notice of Exercise purchase form, or from time to timeattached as Exhibit A hereto, prior to duly executed by the expiration of the Exercise Period, by tendering Warrant Holder to the Company at its principal office, or at such other office a notice as the Company may designate, accompanied by payment, in cash or by wire transfer or check payable to the order of exercise the Company, of the amount obtained by multiplying the number of Shares designated in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt of the Notice of Exercise by the Exercise Price (the “Purchase Price”). The Purchase Price may also be paid, in whole or in part, by delivery of such purchase form and of shares of Common Stock owned by the payment Warrant Holder having a Fair Market Value (as defined in Section 2.3 hereof) on the last trading day ending the day immediately preceding the Exercise Date (as defined below) equal to the portion of the Purchase Price being paid in accordance with the terms set forth below, and in no event later than five (5) days thereaftersuch shares. In addition, the Company shall issue Warrants may be exercised, pursuant to a cashless exercise, by providing irrevocable instructions to the Warrantholder a certificate for Company, through delivery of the aforesaid purchase form with an appropriate reference to this Section 2.1 to issue the number of shares of the Common Stock purchased and shall execute equal to the acknowledgment product of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”a) indicating the number of shares as to which remain subject to future purchases under this Warrantthe Warrants are being exercised multiplied by (b) a fraction, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender numerator of all or which is the Fair Market Value of a portion share of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing on the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = last business day preceding the Exercise PriceDate less the Exercise Price therefore and the denominator of which is such Fair Market Value. For purposes of the above calculationhereof, current fair market value of Common Stock “Exercise Date” shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded date on a securities exchange, the fair market value shall be deemed which all deliveries required to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed made to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares upon exercise of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis Warrants pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company this Section 2.1 shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhave been made.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five (5) three business days thereafter, the Company or its transfer agent shall either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading five-day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash cash, check or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three business (53) days thereafter, the Company shall issue to the Warrantholder a certificate for or book entry units representing the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in Subject to Section 5, this Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or Option may be exercised from time to time, prior to the expiration of the Exercise Period, 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 time in accordance with the terms of this Agreement by written notice thereof signed and delivered by Optionee (or, in the case of exercise after death) of Optionee, by the executor, administrator, heir or legatee of Optionee, as the case may be) to Company at the address set forth belowherein for notices to Company. Such notice shall state the number of shares as to which this Option is exercised, the date of exercise and shall state whether payment of the exercise price is to be in cash, by delivery of shares of the Company's Common Stock owned by Optionee or by a combination thereof. The notice shall also state the place and time for completing the purchase of shares covered by the notice, which time shall be not later than 15 days after the date of notice. At the date designated for completion of the purchase, payment for the full exercise price shall be made, if in cash, by bank cashier's check, and if in no event later than five (5) days thereafterCommon Stock, the Company shall issue to the Warrantholder a certificate for the number by delivery of certificates of shares of Common Stock purchased and shall execute duly endorsed for transfer. At the acknowledgment election of the optionee, the exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the an option may be made by sequential delivery of an increasingly greater number of shares which remain subject of the Common Stock acquired through the exercise of the option (referred to future purchases under this Warrantas "pyramiding") and in such event, if any. The Purchase Price actual delivery and issuance of shares shall not be required but may be paid at effected through book entries in the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for Company's records. Any shares of Common Stock to delivered by Optionee in full or partial payment for all or part of the exercise price shall be exercised under this Agreement andvalued at the publicly reported price for the last sale, or the average of the publicly reported closing bid and asked prices, as applicable, on the last business day preceding the date Company receives such notice, or, if applicablethere are no publicly reported prices of the Company's Common Stock, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = at the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Period, 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 five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this Agreement Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for book entry units/shares representing the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement Warrant, and, if applicable, an amended Agreement representing Warrant setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementWarrant (including the number of shares surrendered in payment of the Purchase Price). A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement Warrant shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for or book entry shares representing the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, by tendering to the Company at its principal office (i) a notice of exercise in the form attached hereto as Exhibit I (the “"Notice of Exercise”"), duly completed and executed, and (ii) a duly completed and executed Stockholder Instrument of Accession in the form attached hereto as Exhibit IV (the "Instrument of Accession"). Promptly upon receipt of the Notice of Exercise Exercise, the Instrument of Accession and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “"Acknowledgment of Exercise”") indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s 's election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“"Net Issuance”"). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. . A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. . B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s registration statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” of the Common StockStock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked price prices quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (provided that if y) the Company number of shares of Common Stock into which each share of Preferred Stock is then in possession convertible at the time of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)exercise, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for , via book entry, the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the fair market value of one (1) share of Common Stock shall be deemed to be the average of the prior day closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended amend this Agreement representing to reflect the remaining number of shares and/or other securities purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 Purchase Price (payable in cash or check in the event the Warrantholder does not elect the Net Issuance (as defined below) method). 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 five three (53) business days thereafter, the Company shall or its transfer agent shall, at the election of the Company, either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the fair market value of one (1) share of Common Stock shall be deemed to be the volume-weighted average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) consecutive trading day period ended three days ending two (32) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net IssuanceIssuance prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to to, the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five ten (510) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three business (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company or its transfer agent shall either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or; (Bii) if the Common Stock exercise is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or WEST\297272241.4 (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five (5) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three business (53) days thereafter, the Company shall cause its transfer agent to issue to the Warrantholder a certificate for in book entry form the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall cause its transfer agent to issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. If the Warrantholder does not request that shares of Common Stock be certificated at the time of exercise, shares of Common Stock will be held in book entry only form. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company or its transfer agent shall either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or; (Bii) if the Common Stock exercise is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. . A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. . B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Common Preferred Stock: (Ai) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with, an Initial Public Offering, and: (1) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or (B2) if the Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked price prices quoted on the NASDAQ system (or similar system) over the five ten (510) trading day period ended ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as most recently determined in good faith by its Board of Directors and (provided that if y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise, unless the Company shall become subject to a Merger Event pursuant to which the Company is then in possession of a recent valuation of not the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Eventsurviving party, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Period, 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 five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: : (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five 2 Note: To be seven (57) trading day period ended three (3) days before years from the day the current fair market value date of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodissuance.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of bf shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 3 of this Agreement, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Series A Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “"Acknowledgment of Exercise”") indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant this Agreement for shares of Common Series A Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Series A Preferred Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Series A Preferred Stock to be issued to the WarrantholderWarrantholder pursuant to the Net Issuance. Y = the number of shares of Common Series A Preferred Stock requested to be purchased exercised under this Agreement. . A = the fair market value of one (1) share of Common Series A Preferred Stock at the time of issuance of such shares of Common Preferred Stock. . B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Series A Preferred Stock shall mean with respect to each share of Series A Preferred Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial "Price to Public" of the Common StockStock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Series A Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Series A Preferred Stock is convertible at the time of such exercise; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked price prices quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Series A Preferred Stock is convertible at the time of such exercise; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Series A Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to then obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (provided that if y) the Company number of shares of Common Stock into which each share of Series A Preferred Stock is then in possession convertible at the time of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)exercise, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Series A Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Series A Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three business (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is shall be traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the fair market value of one (1) share of Common Stock shall be deemed to be the volume-weighted average of the closing prices over a the five (5) consecutive trading day period days ending three two (32) days before the day the current fair market value of the securities is being determined; or (Bii) if the Common Stock exercise is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: : (Ai) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities one (1) share of Common Stock is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantexercises, if any. The Purchase Price may be paid at the Warrantholder’s election either (ia) by cash or check, or (iib) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementWarrant (inclusive of shares of Preferred Stock surrendered to the Company in payment of the aggregate Exercise Price in connection with a Net Issuance). A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with the Initial Public Offering, and if the Company’s registration statement relating to the Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (A) the initial “Price to Public” of the Common StockStock specified in the final prospectus with respect to the Initial Public Offering and (B) the number of shares of Common Stock into which each share of Preferred Stock is then convertible; (ii) if the exercise is after, and not in connection with, the Initial Public Offering, then: (A) if the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be the average of the prior day closing prices over a five (5) trading day period ending three (3) days price before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the prior day closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iiii) if at any time the Common Stock is not listed on any a national securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the highest price product of (x) the then-fair market value per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued sharesStock, as determined in good faith by its Board of Directors Directors, and (provided that if y) the Company number of shares of Common Stock into which each share of Preferred Stock is then in possession convertible at the time of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)exercise, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares and/or other securities purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.hereof

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementAgreement (which shall include both the number of shares of Preferred Stock to be issued to the Warrantholder and the number of shares of Preferred Stock subject to the portion of the Warrant being cancelled in payment of the exercise price). A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the Exercise Price. For purposes of the above calculation, current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded shall be listed or quoted for trading on a national securities exchangeexchange or inter-dealer quotation system, the fair market value shall be deemed to be the average of the closing prices over of a five share of Common Stock for the ten (510) trading day period ending three (3) days before immediately preceding the day the current fair market value date of the securities is being determined; ordetermination; (Bii) if the Common Stock exercise is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement are exercisable by In order to exercise the WarrantholderOption with respect to any vested shares of Common Stock hereunder, in whole or in part, at any time, or from time to time, prior to the expiration of the Exercise Period, by tendering Optionee shall provide written notice to the Company at its principal executive office a notice of exercise in to the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed. Promptly upon receipt attention 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 five Company's chief financial officer. The notice must: (5i) days thereafter, the Company shall issue to the Warrantholder a certificate for state the number of shares of Common Stock being purchased; (ii) be signed or otherwise given by the Optionee (or by a permitted transferee pursuant to this Agreement); (iii) be accompanied by payment of the aggregate exercise price for all shares of Common Stock being purchased (unless the Optionee has provided for payment through a broker-dealer or other means as permitted under this Agreement); and (iv) be accompanied by payment of the amount that the Company is required to withhold for federal income or other tax purposes (unless the Optionee has provided for payment of those taxes to the Company in another manner permitted under this Agreement). At the time of exercise, the Optionee shall execute pay to the acknowledgment of exercise Company the Option price per share set forth in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating Section 1 times the number of vested shares as to which remain subject the Option is being exercised. The Optionee shall make such payment by delivering (a) cash, (b) a cashier's check, (c) shares of Common Stock having a Fair Market Value equal to future purchases under the aggregate exercise price, (d) cancellation of the Option with respect to a certain number of the vested shares of Common Stock sought to be exercised, which number of shares to be canceled is derived by dividing the aggregate exercise price pertaining to the option shares sought to be exercised by the Fair Market Value of a share of Common Stock, or (e) any other consideration that the Board of Directors determines is consistent with applicable law. If the Option is exercised in full, the Optionee shall surrender this WarrantAgreement to the Company for cancellation. If the Option is exercised in part, the Optionee shall surrender this Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. For purposes of illustration, clause (d) operates as follows: assuming an exercise price of $7.00 per share and a Fair Market Value of $10.00 per share on the date of exercise, if anyoptions to acquire 100,000 shares are sought to be exercised, then 70,000 of the 100,000 options are canceled (as the payment of the exercise price for the 100,000 options), and only 30,000 shares would be issued to the Optionee. The Purchase Price No further consideration is paid to the Company with respect to the exercise of these 100,000 options. If the shares of Common Stock issued upon the exercise of the Option are covered by an effective registration statement under the Securities Act of 1933, as amended, the Option may be paid at exercised by a broker-dealer acting on behalf of the Warrantholder’s election either Optionee if (i) by cash the broker-dealer has received from the Optionee or checkthe Company a fully- and duly-endorsed agreement evidencing the Option, or (ii) by surrender of all or a portion of the Warrant for Optionee has delivered Optionee's signed instructions to the broker-dealer and the Company directing the Company to deliver the shares of Common Stock to be exercised under this Agreement andissued upon exercise of the Option to the broker-dealer on behalf of the Optionee and specifying the account into which such shares should be deposited, if applicable(iii) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, an amended Agreement representing (iv) the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, broker-dealer delivers to the Company will issue shares of Common Stock the aggregate exercise price in accordance with the following formula: X = Y(Afirst paragraph of this Section 3, and (v) the broker-Bdealer and the Optionee have otherwise complied with Section 220.3(e)(4) A Where: X = of Regulation T, 12 CFR Part 220, or any successor provision. Subject to Section 9, the Company shall promptly issue and deliver a certificate representing the number of shares of Common Stock as to be issued to which the Warrantholder. Y = Option has been exercised after the number Company receives a notice of shares of Common Stock requested to be purchased under this Agreement. A = exercise and upon receipt by the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes Company of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall aggregate exercise price and any tax withholding as may be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodrequested.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, wire transfer or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Preferred Stock in accordance with the following formula: X = Y(A-B) A Where: X = 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. 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 Exercise Periodterm set forth in Section 2, 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 five (5) days Business Days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Series A-2 Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Series A-2 Preferred Stock to be exercised under this Warrant Agreement and, if applicable, an amended Warrant Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Series A-2 Preferred Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Series A-2 Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Common Series A-2 Preferred Stock requested to be purchased exercised under this Warrant Agreement. A = the fair market value of one (1) share of Common Series A-2 Preferred Stock at the time of issuance of such shares of Common Series A-2 Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common one share of Series A-2 Preferred Stock shall mean with respect to each share of Common Series A-2 Preferred Stock: (Ai) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) day trading day period ending three (3) trading days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Series A-2 Preferred Stock is convertible at the time of such exercise; or (B) or if the Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked price prices quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended ending three (3) trading days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which one share of Series A-2 Preferred Stock is convertible at the time of such exercise; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common one share of Series A-2 Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares one share of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors and (provided that if y) the Company number of shares of Common Stock into which each share of Series A-2 Preferred Stock is then in possession convertible at the time of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)exercise, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common one share of Series A-2 Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Series A-2 Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise PeriodExpiration Date, 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 five (5) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantexercises, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance methodmethod of exercise, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, then the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, then the fair market value shall be deemed to be the average of the closing bid and asked price prices quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended ending three (3) days before the day the current fair market value of the securities Common Stock is being determined; (iC) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares fair market value of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (Directors, provided that if in the Company event that the exercise is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in good faith by its Board of Directors. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares of Common Stock purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole for all or in partany part of the Warrant Coverage, at any time, or from time to time, prior to the expiration of the Exercise Periodterm set forth in Section 2, by tendering to the Company at its then principal office executive offices this Agreement and a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executedexecuted and payment in full of the Purchase Price in accordance with the terms set forth below. 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 five (5) days Business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares Warrant Coverage amount which remain remains subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. . A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. . B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC and the Initial Public Offering has closed, then the fair market value per share shall be the product of (x) the initial “Price to Public” of the Common StockStock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock was convertible at the time of the Initial Public Offering; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked price prices quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock was convertible at the time of the Initial Public Offering; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)Directors, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Preferred Stock on a common equivalent basis pursuant to such Merger Event, and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; provided, however, that if such exercise occurs on or after the time of a Conversion Event, the number of shares of Common Stock into which each share of Preferred Stock is converted shall be the number of shares of Common Stock into which each share of Preferred Stock was convertible at the time of the Conversion Event. Upon partial exercise by either cash or Net Issuanceof the Warrant, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable Warrant Coverage hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) in the event that there is not an effective registration statement covering the shares underlying this Warrant, by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). Notwithstanding the foregoing, a Net Issuance will not be allowed prior to September 22, 2013. If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. . A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. . B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Preferred Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the initial “Price to Public” of the Common StockStock specified in the final prospectus with respect to the offering; (ii) if the exercise is after, and not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the prior day closing prices over a five (5) trading day period ending three (3) days price before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the prior day closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)Directors, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three business (53) days thereafter, the Company shall cause its transfer agent to issue to the Warrantholder a certificate for in book entry form the number of shares of Common Stock purchased purchased, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this WarrantAgreement, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stockexercise. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the outstanding shares of Common Stock pursuant to such Merger Event as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors, unless the Company shall become subject to a Merger Event, in which case the fair market value of shares of Common Stock shall be deemed to be the per share value received by the holders of the Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or, upon request by the Warrantholder and surrender of all or a portion of this Warrant, Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights Within ten (10) Business Days following receipt of a Request in respect of the Tranches, subject to the satisfaction of the conditions set forth in this Agreement are exercisable Clause 3.3, the Investor shall exercise a Note Warrant by the Warrantholder, in whole or in part, at any time, or from time to time, prior delivering to the expiration of the Exercise Period, by tendering to the Company at its principal office Issuer a Note Warrant exercise notice of exercise in accordance with Clause 9.1 in the form attached hereto as Exhibit I Schedule 3 (a “Note Warrant Exercise Notice”, the date of receipt of the Note Warrant Exercise Notice being the “Note Warrant Exercise Date”), and shall transfer the total subscription price of the Notes (which shall be equal to the par value of the Notes multiplied by the total number of Notes to be issued (the “Notice of ExerciseNote Warrant Exercise Price”)) by electronic wire transfer in immediately available funds in Euros to a bank account designated by the Issuer by notice in writing in accordance with Clause 9.1 (or by another method of payment as may be agreed between the Investor and the Issuer). Evidence of such payment shall be satisfied by the delivery to the Issuer of an irrevocable wiring instruction giving effect to the above. The day on which such funds are transferred shall be a “Closing Date”. On each Closing Date, duly completed the Issuer shall as soon as reasonably practicable and executed. Promptly upon receipt in any event within one (1) Trading Day, procure that the Agent updates the securities accounts in which the Note Warrants, the Notes and the Warrants are registered to reflect the exercise of the Notice Note Warrant, the registration of Exercise the Notes and the Warrants issued in the name of the Investor, and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Note Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes Warrants having the characteristics described in Schedule 6 shall be attached to the Notes subscribed by the Investor. The number of Warrants that shall be attached to the Notes of a Tranche shall be determined as set forth in Schedule 6 in order for the Issuer, if all those Warrants are exercised, to receive proceeds for a total amount equal to 25% of the above calculation, current fair market value nominal amount of Common Stock shall mean with respect the Notes of the Tranche they were attached to each share (the resulting number of Common Stock: (A) if Warrants being rounded down to the Common Stock is traded on a securities exchangenearest whole number). Upon issuance, the fair market value shall Warrants will be deemed to be detached from the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise PeriodNotes.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Preferred Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock Shares to be issued to the Warrantholder. Y = the number of shares of Common Stock Shares requested to be purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock Share at the time of issuance of such shares of Common StockShares. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to during the expiration of the Exercise PeriodWarrant Term, 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 five three (53) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementAgreement (including the number of shares to be cancelled in payment of the Purchase Price). A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current the fair market value per share of Common Stock shall mean with respect to each share of Common Stockmean: (Ai) if the Common Stock is traded on a the New York Stock Exchange, the American Stock Exchange, any exchange operated by The NASDAQ Stock Market LLC or any other securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities Common Stock is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter marketNew York Stock Exchange, the current American Stock Exchange, any exchange operated by The NASDAQ Stock Market LLC or any other securities exchange, the fair market value of such Common Stock shall be fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its the Company’s Board of Directors (provided provided, that if Warrantholder disagrees with the Company is then in possession of a recent valuation of fair market value determined by the Company’s Board of Directors Warrantholder may solicit, from an appraiser reasonably acceptable to the Company, an independent appraisal of the fair market value of the Common StockStock and, if such valuation is higher, Warrantholder may substitute the Board of Directors may rely on such valuationDirectors’ fair market value determination with that of the independent appraiser), unless the Notice of Exercise is delivered in connection with Company shall consummate a Merger EventEvent pursuant to which the Company is not the surviving party, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common Common Stock-equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company or its transfer agent shall either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five ten (510) trading day consecutive period ending three (3) days before the day the current fair market value of the securities is being determined; or, (Bii) if the Common Stock exercise is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith, or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. Warrants may be exercised, in whole or in part (but not as to fractional shares), by surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the Warrant Securities for which such Warrants are being exercised at the Company's principal office at Minrad Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The purchase rights set forth in this Agreement are exercisable Exercise Price shall be payable by the Warrantholdercertified or official bank check. The Exercise Price may also be paid, in whole or in part, at any time, or from time to time, prior in shares of Common Stock owned by the Holder having a Fair Market Value (as defined below) on the last business day immediately preceding the Exercise Date (as defined below) equal to the expiration portion of Exercise Price being paid in such shares. Alternatively, the Exercise PeriodWarrants may be exercised in the manner specified in this Section 3, by tendering together with irrevocable instructions to the Company at its principal office a notice of exercise to issue in exchange for 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 five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for Warrant Certificate the number of shares of Common Stock purchased and shall execute equal to the acknowledgment product of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”a) indicating the number of shares as to which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either Warrants are being exercised multiplied by (ib) by cash or check, or a fraction the numerator of which is the Fair Market Value (iias defined below in Section 3.3 herein) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three business days ending two (32) days before immediately preceding the day Exercise Date less the current fair market value Exercise Price therefor and the denominator of which is such Fair Market Value. In the case of the securities is being determined; (i) if at any time purchase of less than all the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuancepurchasable under any Warrant Certificate, the Company shall promptly issue an amended Agreement representing cancel said Warrant Certificate and shall execute and deliver a new Warrant Certificate of like tenor for the remaining number unexercised balance of shares purchasable hereunderthe Warrant Securities. All other terms and conditions of such amended Agreement For purposes hereof, "Exercise Date" shall mean the date on which all deliveries required to be identical to those contained herein, including, but not limited made to the Effective Date hereof and Exercise PeriodCompany upon exercise of Warrants pursuant to this Section 3.1 shall have been made.

Exercise. The purchase rights set forth in this Agreement Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the Exercise PeriodTermination Date set forth in Section 2, 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 five (5) days as soon as practicable thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares of Common Stock which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net IssuanceIssuance Method”). If the Warrantholder elects the Net Issuance methodMethod, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise PeriodWarrant.

Exercise. Warrants may be exercised, in whole or in part (but not as to fractional shares), by surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price for the Warrant Securities for which such Warrants are being exercised at the Company's principal offices at Five ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The purchase rights set forth in this Agreement are exercisable Exercise Price shall be payable by the Warrantholdercertified or official bank check. The Exercise Price may also be paid, in whole or in part, at any time, or from time to time, prior to in shares of Common Stock owned by the expiration of Holder having an average Fair Market Value (as defined below) over the Exercise Period, 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 last five (5) trading days thereafterimmediately preceding the Exercise Date (as defined below) equal to the portion of Exercise Price being paid in such shares. In addition, the Company shall issue Warrants may be exercised, by surrendering the Warrant Certificate in the manner specified in this Section 3, together with irrevocable instructions to the Warrantholder a certificate Company to issue in exchange for the Warrant Certificate the number of shares of Common Stock purchased and shall execute equal to the acknowledgment product of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”a) indicating the number of shares as to which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either Warrants are being exercised multiplied by (ib) by cash or check, or (ii) by surrender a fraction the numerator of all or which is the average Fair Market Value of a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased under this Agreement. A = the fair market value of one (1) share of Common Stock at over the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a last five (5) trading day period ending three (3) days before immediately preceding the day Exercise Date less the current fair market value Exercise Price therefor and the denominator of which is such average Fair Market Value. In the case of the securities is being determined; or (B) if purchase of less than all the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuancepurchasable under any Warrant Certificate, the Company shall promptly issue an amended Agreement representing cancel said Warrant Certificate and shall execute and deliver a new Warrant Certificate of like tenor for the remaining number unexercised balance of shares purchasable hereunderthe Warrant Securities. All other terms and conditions of such amended Agreement For purposes hereof, "Exercise Date" shall mean the date on which all deliveries required to be identical to those contained herein, including, but not limited made to the Effective Date hereof and Exercise PeriodCompany upon exercise of Warrants pursuant to this Section 3.1 shall have been made.

Exercise. The purchase rights set forth in this Agreement Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to during the expiration of the Exercise PeriodWarrant Term, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I A (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 five (5) business days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II B (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementWarrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current the fair market value of one (1) share of Common Stock shall mean with respect to each share of Common Stockmean: (Ai) if the Common Stock is traded on a the New York Stock Exchange, the American Stock Exchange, any exchange operated by the NASDAQ Stock Market, LLC or any other securities exchange, the fair market value of one (1) share of Common Stock shall be deemed to be the volume-weighted average of the closing prices over a five the twenty (520) consecutive trading days ending two (2) trading day period ending three (3) days before the day the current fair market value of the securities one (1) share of Common Stock is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter marketexchange, the current fair market value of one (1) share of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the CompanyCompany (based upon the valuation by the Board of all shares of Common Stock), from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)Directors, unless the Notice of Exercise this Warrant is delivered being exercised in connection with a Merger Event, in which case the fair market value of one (1) share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common Common Stock equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement agreement substantially in the form of the Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, in whole for all or in partany part of the Warrant Coverage, at any time, or from time to time, prior to the expiration of the Exercise Periodterm set forth in Section 2, by tendering to the Company at its then principal office executive offices this Agreement and a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executedexecuted and payment in full of the Purchase Price in accordance with the terms set forth below. 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 five (5) days Business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares Warrant Coverage amount which remain remains subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s 's election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise PeriodExpiration Time, 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 Purchase Price (payable in cash or check in the event the Warrantholder does not elect Net Settlement). 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 five (5) days Business Days thereafter, the Company shall or its transfer agent shall, at the election of the Company, either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock Shares purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares Common Shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either by (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares that number of Common Stock Shares issuable upon exercise of this Warrant having an aggregate current fair market value equal to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below Purchase Price (“Net IssuanceSettlement”). If The net number of Common Shares issuable to the Warrantholder elects the upon any Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formulaSettlement shall be calculated as follows: X = Y(A-B) A Where: X = the number of shares of Common Stock Shares to be issued to the Warrantholder. Y = the number of shares of Common Stock Shares requested to be purchased exercised under this Agreement. A = the current fair market value of one (1) share of Common Stock Share at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of Common Stock Shares shall mean with respect to each share of Common StockShare: (Ai) if at all times when the Common Stock is Shares are traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the current fair market value of one (1) Common Share shall be deemed to be the volume-weighted average of the closing prices over a five the ten (510) consecutive trading days ending two (2) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted effected automatically pursuant to Section 3(b) in the NASDAQ National Market or the over-the-counter marketconnection with a Merger Event, the current fair market value of a Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock Share shall be deemed to be the per share value received by the holders of the Company’s outstanding Common Stock on a common equivalent basis Shares pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; and (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of one (1) Common Share shall be determined in good faith by the Company’s Board of Directors. The number of Common Shares issuable upon Net Settlement shall be rounded down to the nearest whole Common Share, with the value of any fractional Common Share being paid to the Warrantholder in cash pursuant to Section 5 below. Upon partial exercise of this Warrant by either cash or check or Net IssuanceSettlement prior to the Expiration Time, the Company shall promptly issue an amended Agreement representing the remaining number of shares Common Shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to to, the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the Exercise Periodterm set forth in Section 2, by tendering to the Company at its principal office the original of this Warrant together with a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and manually 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 five (5) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares of Common Stock which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Stock in accordance with the following formula: X = Y(A-B) A Panacos Warrant Agreement 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 purchased exercised under this AgreementWarrant. A = the fair market value of one (1) share of Common Stock at the time of issuance of such shares of Common Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if f the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price prices quoted on the NASDAQ or other relevant quotation system (or similar system) over the five (5) trading day period ended ending three (3) days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Global Market or the over-the-counter market, the current fair market value of Common Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as most recently determined in good faith by its Board of Directors and (provided that if y) the Company number of shares of Common Stock into which each share of Common Stock is then in possession convertible at the time of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation)exercise, unless the Notice of Exercise is delivered in connection with Company shall become subject to a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement Warrant representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement Warrant shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business 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 acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementAgreement (which shall include both the number of shares of Preferred Stock to be issued to the Warrantholder and the number of shares of Preferred Stock subject to the portion of the Warrant being cancelled in payment of the exercise price). A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this Agreement Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the Exercise Periodterm set forth in Section 2, 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 five (5) days as soon as practicable thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “"Acknowledgment of Exercise”") indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s 's election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Preferred Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“"Net Issuance”"). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this AgreementWarrant. A = the fair market value of one (1) share of Common Preferred Stock at the time of issuance of such shares of Common Preferred Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Preferred Stock shall mean with respect to each share of Common Preferred Stock: (Ai) if the exercise is in connection with an Initial Public Offering, and if the Company's Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial "Price to Public" of the Common Stock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if the exercise is after, and not in connection with, an Initial Public Offering, and: (1) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five ten (510) trading day period ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; or (B2) if the Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked price prices quoted on the NASDAQ system (or similar system) over the five ten (510) trading day period ended ending three (3) days before the day the current fair market value of the securities is being determineddetermined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iiii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Preferred Stock shall be the product of (x) the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as most recently determined in good faith by its Board of Directors and (provided that if y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise, unless the Company shall become subject to a Merger Event pursuant to which the Company is then in possession of a recent valuation of not the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Eventsurviving party, in which case the fair market value of Common Preferred Stock shall be deemed to be the per share value received by the holders of the Company’s Common 's Preferred Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 five three (53) business days thereafter, the Company or its transfer agent shall either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. ​ The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of 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 purchased exercised under this Agreement. ​ ​ ​ A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock:: ​ (Ai) if at all times when the Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be inter-dealer quotation system or over-the-counter bulletin board service, the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or​ (Bii) if the Common Stock exercise is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or ​ (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. ​ Upon partial exercise by either cash or Net Issuance, prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Periodhereof.

Exercise. The purchase rights set forth in this Agreement Warrant are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the Exercise Periodterm set forth in Section 2, 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 five three (53) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Warrant Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrantpurchases, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Warrant Stock to be exercised under this Agreement Warrant and, if applicable, an amended Agreement Warrant representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue shares of Common Warrant Stock in accordance with the following formula: X = Y(A-B) A Where: X = the number of shares of Common Warrant Stock to be issued to the Warrantholder. Y = the number of shares of Common Warrant Stock requested to be purchased exercised under this AgreementWarrant. A = the fair market value of one (1) share of Common Warrant Stock at the time of issuance of such shares of Common Warrant Stock. B = the Exercise Price. For purposes of the above calculation, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) trading day period ended three (3) days before the day the current fair market value of the securities is being determined; (i) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of Common Stock shall be deemed to be the per share value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger Event. Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof and Exercise Period.

Exercise. The purchase rights set forth in this 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 Exercise Periodterm set forth in Section 2, 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 Purchase Price (payable in cash or check in the event the Warrantholder does not elect the Net Issuance (as defined below) method). 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 five three (53) business days thereafter, the Company shall or its transfer agent shall, at the election of the Company, either (i) issue to the Warrantholder a certificate for the number of shares of Common Stock purchased or (ii) credit the same via book entry to the Warrantholder, and the Company shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the number of shares which remain subject to future purchases under this Warrant, if any. The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Common Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing setting forth the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue whole numbers of shares of 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 purchased exercised under this Agreement. A = the then-current fair market value of one (1) share of Common Stock at the time of issuance exercise of such shares of Common Stockthis Warrant. B = the then-effective Exercise Price. For purposes of the above calculation, the current fair market value of shares of Common Stock shall mean with respect to each share of Common Stock: (Ai) if at all times when the Common Stock is traded on a national securities exchange, inter-dealer quotation system or over-the-counter bulletin board service, the fair market value of one (1) share of Common Stock shall be deemed to be the volume-weighted average of the closing prices over a five (5) trading day period ending three (3) days before the day the current fair market value of the securities is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked price quoted on the NASDAQ system (or similar system) over the five (5) consecutive trading day period ended three days ending two (32) trading days before the day the current fair market value of the securities is being determined; (iii) if at any time the Common Stock exercise is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could reasonably expect to obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors (provided that if the Company is then in possession of a recent valuation of the Company’s Common Stock, the Board of Directors may rely on such valuation), unless the Notice of Exercise is delivered in connection with a Merger Event, in which case the fair market value of a share of Common Stock shall be deemed to be the per share value received by the holders of the Company’s outstanding shares of Common Stock on a common equivalent basis pursuant to such Merger EventEvent as determined in accordance with the definitive transaction documents executed among the parties in connection therewith; or (iii) in cases other than as described in the foregoing clauses (i) and (ii), the current fair market value of a share of Common Stock shall be determined in good faith by the Company’s Board of Directors. Upon partial exercise by either cash or Net IssuanceIssuance prior to the expiration or earlier termination hereof, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to to, the Effective Date hereof and Exercise Periodhereof.