Common use of Net Exercise Election Clause in Contracts

Net Exercise Election. The Holder may elect to receive, without the payment by Holder of any additional consideration, shares of Class A Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net exercise election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to Holder such number of fully paid and nonassessable shares of Class A Common Stock as is computed using the following formula: 𝑋 = 𝑌 (𝐴 − 𝐵) 𝐴 Where X = the number of shares of Class A Common Stock to be issued to Holder pursuant to this Section 4. Y = the number of shares of Class A Common Stock covered by this Warrant in respect of which the net exercise election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Class A Common Stock, as determined at the time the net exercise election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net exercise election is made pursuant to this Section 4. “Fair Market Value” of a share of Class A Common Stock as of the relevant date of determination (the “Determination Date”) shall mean: (i) If the Company’s Class A Common Stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), then the fair market value shall be the closing price or last sale price of a share of Class A Common Stock of the Company reported for the Business Day immediately before the date on which Holder delivers this Warrant with the subscription form annexed hereto duly executed to the Company; and (ii) if the Company’s Class A Common Stock is not traded on a Trading Market, then the fair market value shall be determined in good faith by the Company’s board of directors, after consulting with the Company’s existing third party auditors and financial advisors. 5.

Net Exercise Election. The Holder may elect to receiveconvert all or any portion of this Warrant, without the payment by Holder Xxxxxx of any additional consideration, shares of Class A Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net exercise election notice annexed hereto Exercise Notice, duly executedexecuted by Xxxxxx, at into up to the principal office of the Company. Thereupon, the Company shall issue to Holder such number of fully paid and nonassessable shares of Class A Common Stock as Warrant Shares that is computed using obtained under the following formula: 𝑋X = �Y � (𝐴 A-B− 𝐵) 𝐴 WA where here X = the number of shares of Class A Common SWarrant Shares tock to be issued to Holder pursuana net exercise of this Warrant effected pursuant to t to this Sect3(d)ion 4. Y = the number of shares of Class A Common Stock covereWarrant Shares as to which d by this Warrant in respect of whichis then being the net exercise election is made pursuant to this Sectexercisedion 4. A = the Fair Market Value (defined befair market value low) of one share of Class A Common Warrant SharesStock, as determined at the timeof such the net exercise election is made pursuanas set forth in the last paragraph of t to this Sect3(d)ion 4. B = the Purchase PExercise Price. The Company will promptly respond rice in effect under this Warranwriting to an inquiry by Xxxxxx as to t at the time the net exercise election is made pursuant to this Section 4. “Fair Market Vathen current fair market value lue” one of a share of Class A Common StocWarrant Stock. For purposes k as of the relevant above calculation, fair market value date of determination (the “Determination Daone share of Warrant Shares te”) shall mean: (ibe determined by ) If the Company’s ClaBoard of Directors in good faith; provided, however, that if on the relevant exercise date for which such value must be determined, a public market for the Company’s ss A Common Stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Marexistsket”), then the fair market vper share of the Warrant Shares alue shal(A) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Common Stock or l be the closing price or last sale price of a share of Class A Common Stocquoted on k of the Company reported for the Business Day immediately before the exchange date on which Holder delivers this Warrant with the subscription form annexed hereto duly executed to the Company; and (ii) if the Company’s Class A Common Stock is not traded on a Trading Mlistedarket, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to the date as of which the value of then the fair market value sis to hall be determined in good faith by the Company’s board of directors, after consulting with the Company’s existing third party auditors and financial advisodeterminedrs. 5.

Net Exercise Election. The Holder may elect to receiveconvert all but not less than all of this Warrant, without the payment by the Holder of any additional consideration, shares of Class A Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net exercise election notice annexed selected in the subscription form attached hereto duly executedexecuted by the Holder, at into the principal office of the Company. Thereupon, the Company shall issue to Holder such number of fully paid and nonassessable shares of Class A Common Warrant Stock as that is computed using obtained under the following formula: 𝑋X = �Y � (𝐴 A-B− 𝐵) 𝐴 WA Where: here X = the number of shares of Class A CoWarrant mmon Stock to be issuethe d to Holder pursuant to this Sect2.6ion 4. Y = the number of shares of Class A CoWarrant mmon Stock covereas to which d by this Warrant in respect of which the net exercise election is made pursuant to this Sectremains unexercisedion 4. A = the Fair Market Value (defined befair market value low) of one share of Class A CoWarrant mmon Stock, as determin good faith by the Company’s Board of Directors, as ined at the time the net exercise election is made pursuant to this Sect2.6ion 4. B = the Purchase PWarrant Price. The Company will promptly respond rice in effect under writing to an inquiry by the Holder as to the then current fair market value of one share of this WarStock. For purposes of the above calculation, fair market value of one Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock rant at the time the net exercise election is made pursuant to this Section 4. “Fair Market Value” of a share of Class A Common Stock as of the relevant date of determination (the “Determination Date”) shall mean: (i) If the Company’s Class A Common Stock is then traded or quoted on a nationally recognized securities excsuch exercisehange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), then the fair market vper share alue shall beproduct of (a) the average of the the closing pbid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary ricthe e or reported last sale price of a share of Clathe ss A Common Sor the closing price quoted on the Nasdaq Global Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five trading days prior to the date of determination of fair market value and (b) the number of shares of Common Stock into which each Share is convertible, if applicable, at the time of such exercise. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company’s initial public offering of Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public tock of the Company reported for the Business Day immediately before the date on which Holder delivers this Warrant with the subscription form annexed hereto duly executed to the Comp’s initial public offering, any; and (ii) if the Company’s Clanumber of shares of ss A Common Sinto which each Share tock is not traded on a Trading Mconvertiblearket, if applicable, at then the fair market value shall be determined in good faith by the Company’s btime oard of directors, after consulting with the Company’s existing third party auditors and financial advisosuch exercisers. 5.