Common use of Fair Market Value Clause in Contracts

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are Company's common stock is traded regularly in a public marketmarket and the shares are common stock, the fair market value of the Shares each Share shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are Company's common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are Company’s common stock is traded regularly in a public market, the fair market value of the Shares each Share shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are Company’s Common Stock is traded regularly in a public market, the fair market value of the Shares each Share shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are Company’s Common Stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value “Fair Market Value” of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value Fair Market Value in its reasonable good faith judgment.

Fair Market Value. If the Shares are Company’s common stock is traded regularly in a public market, the fair market value of the Shares a Share shall be the closing price of the Shares (or the closing price a share of the Company’s common stock into which the Shares are convertible) reported for the business day immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior to the effectiveness of the Company’s initial public offering (“IPO”), the “price to public” per share price specified in the final prospectus relating to such offering). If the Shares are Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If Otherwise, the Shares are not regularly traded in a public market, value shall be as reasonably determined by the Board of Directors Director of the Company shall determine fair market value in its reasonable good faith judgmentfaith.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value Fair Market Value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value Fair Market Value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.. TheRealReal, Inc. — Warrant

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the average closing price of the Shares (or the average closing price of the Company’s stock into which the Shares are convertible) reported for the business day five (5) trading days immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Company’s common stock is traded in a public market and the Shares are traded regularly in a public marketcommon stock, the fair market value of the Shares each Share shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are Company’s common stock is traded regularly in a public market, the fair market value of the Shares a Share shall be the closing price of the Shares (or the closing price a share of the Company’s common stock into which the Shares are convertible) reported for the business day immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Shares are Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.. The foregoing notwithstanding, if Holder advises the Board of Directors in writing that Holder disagrees with such determination,

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price average of the Shares closing bid and asked prices, or the average closing price, of the Shares, as applicable, (or the average of the closing price bid and asked prices, or the average closing price, of the Company’s stock stock, as applicable, into which the Shares are convertible) reported for the business ten (10) day period immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, ----------------- the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing last sale price of the Shares (or the closing bid price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public markettraded, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are Company’s common stock is traded regularly in a public market, the fair market value of the Shares a Share shall be the closing price of the Shares (or the closing price a share of the Company’s common stock into which the Shares are convertible) reported for the business day immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Shares are Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value of a Share in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s class of stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public ----------------- market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the average of the closing price prices of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for over the business day ten trading days immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible, calculated on an as-converted basis) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are arc not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, market ----------------- the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, ----------------- the fair market value of the Shares shall be the closing price of the Shares on the Business Day prior to the date of measurement (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment, which judgment shall be final and exclusive.

Fair Market Value. If the Shares are traded regularly in a public market, the . The fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are Company’s common stock is traded regularly in a public market, the fair market value of the Shares a Share shall be the average closing price of the Shares (or the closing price a share of the Company’s common stock into which the Shares are convertible) reported for the five business day days immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Shares are Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's class of stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the average closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day ten (10) consecutive trading days immediately before the date on which Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the average closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the seven business day days immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.not

Fair Market Value. If the Company’s common stock is traded in a public market and the Shares are traded regularly in a public marketcommon stock, the fair market value of the Shares each Share shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. .. If the Shares are Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the average closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the five business day days immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares of the end of the business day (or the closing price of the Company’s 's stock into which the Shares are convertibleconvertible at the end of the business day) reported for the business day immediately before on which Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the . Company. If the Shares are not regularly traded in 1n a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If , provided, however, that if this Warrant is being exercised in connection with the Shares are not regularly traded in a underwritten public market, the Board of Directors offering of the Company shall determine fair market value in its reasonable good faith judgment.Company's common

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not Warrant – Otonomy, Inc. – Execution Version regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the The fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before on which Holder delivers its Notice of Exercise to the Company. If If, in the future, the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the ----------------- fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares on the Business Day prior to the date of measurement (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Company’s common stock is traded in a public market and the Shares are traded regularly in a public marketcommon stock, the fair market value of the Shares each Share shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) a Share reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. . If the Shares are Company’s common stock is not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the average closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the ten business day days immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the ----------------- fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.its

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgmentjudgment but in no event less than the price at which Shares were last issued in an arms-length transaction in which atleast $500,000 of the Shares were sold.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded beaded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.judgment subject to Holder's right to seek judicial review of such determination

Fair Market Value. If the Shares are traded regularly in a public market, ----------------- the fair market value of the Shares shall be the average of the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the average closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for on such exchange over the business day five (5) trading days immediately before prior to the date upon which Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgmentjudgement.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.faith

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the tile Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, ------------------- the fair market value Fair Market Value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value Fair Market Value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.of

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the average closing price of the Shares (or the closing price of the Company’s stock into which the Shares are convertible) reported for the business day 10 trading days immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are Company’s common stock is then traded regularly in a public market, the fair market value of the Shares a Share shall be the closing price of the Shares (or the closing price a share of the Company’s common stock into which the Shares are convertible) reported for the business day immediately before Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Shares are Company’s common stock is not regularly then traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public market, ; the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.

Fair Market Value. If the Shares are traded regularly in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company’s 's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded Warrant is being exercised in connection with a public marketoffering of the Company's common stock, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.of the Shares shall be the offering price of the Shares. If the Shares are not

Fair Market Value. If the Shares are traded regularly in a public ----------------- market, the fair market value of the Shares shall be the closing last sale price of the Shares (or the closing bid price of the Company’s stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not regularly traded in a public markettraded, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment.