Common use of Net Exercise Clause in Contracts

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. (a) Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashcash or check, the Holder may elect (the "Conversion Right") to receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) --------- A Where X = the number of Exercise Shares to be issued to the Holder issued. Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercise) calculation). A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) calculation). B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such exercise) calculation). The Company acknowledges that shall pay all reasonable administrative costs incurred by the provisions of this Section 2.2 are intended, Holder in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within connection with the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request exercise of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, Conversion Right by the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant . (other than this Section 2)b) Unless indicated otherwise in writing by the Holder, any reference herein to the exercise of this Warrant shall automatically be deemed exercised on March 31, 2010 by the Holder hereof pursuant to include a reference Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the exchange of foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares in accordance with the terms of purchasable under this Section 2.2Warrant on such date.

Net Exercise. Notwithstanding any provisions herein The undersigned hereby elects to effect a Net Exercise for Units pursuant to Section 1(c) of the Warrant. Please issue a certificate or certificates representing said Units in the name of the undersigned or in such other name as is specified below: Name: Address: The undersigned hereby represents and warrants that the aforesaid Units are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares. By: Name: Title: Date: In connection with the acquisition of [warrants (the “Warrants”) to purchase Units of ADVANCED BIOENERGY, LLC (the “Company”)] [Units of ADVANCED BIOENERGY, LLC (the “Company”)] (the “Units”), by (the “Holder”) from , the Holder hereby represents and warrants to the contraryCompany as follows: The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of an investment in the Warrants and the Units issuable upon the exercise thereof (collectively, if the Fair Market Value “Securities”); and, has the ability to bear the economic risks of one Exercise Share issuable hereunder is greater than such Holder’s investment, including a complete loss of the Exercise Price Holder’s investment in Securities. The Holder, by acceptance of the [Warrants/Units], represents to the Company that the Warrants and all securities acquired upon any and all exercises of the Warrants are purchased for the Holder’s own account, and not with view to distribution of either the Warrants or any securities purchasable upon exercise thereof in violation of applicable securities laws. The Holder acknowledges that (at i) the date of calculation Securities have not been registered under the Act, (ii) the certificate(s) representing the Securities shall bear a legend as set forth below), in lieu of exercising this the Warrant Agreement until such Securities shall have been registered for resale by payment of cash, the Holder may elect to receive shares equal under the Act that has been declared effective by the SEC; or (ii) in the opinion of counsel in form and substance reasonably satisfactory to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to Company, such Securities may be issued to the Holder Y = the number of Exercise Shares purchasable sold without registration under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) conversion for purposes of Rule 144 under the Securities ActAct and as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (or any similar provision of state or local law that follows the U.S. federal income tax treatment). At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of exercise this Warrant (or the portion thereof being canceled) on a net basis, by surrender of this Warrant at the principal office of the Company (or at such other place or places as may be determined by the Company from time to time) together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the number of Exercise Shares purchasable under the portion of the Warrant being so exercised (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation and section 9 hereof, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion3 in connection with the Company’s initial public offering of its Class A common shares (“Common Shares”), within the meaning of paragraph (d)(3)(iii) of Rule 144 under fair market value per Exercise Share shall be the Securities Act. At per Common Share offering price to the request public of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Company’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of Exercise Share Shares issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised for Common Stock pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) of Rule 144 under the Securities Act. At per share offering price to the request public of the HolderCompany’s initial public offering, and (ii) the Company will accept reasonable modifications to number of shares of Common Stock into which each Exercise Share issuable hereunder is convertible at the exchange procedures provided for in this Section in order to accomplish time of such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2exercise.

Net Exercise. (a) Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), then in lieu of exercising this Warrant by payment of cash, check or surrendered Class B Limited Partnership Interest, the Holder may elect (the "Conversion Right") to receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company Issuer together with the properly endorsed Notice of Exercise in which event the Company Issuer shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where B)/A Where: X = the number of Exercise Shares to be issued to the Holder issued. Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercise) calculation). A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) calculation). B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such exercise) calculation). The Company acknowledges that shall pay all reasonable administrative costs incurred by the provisions Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2 are intended2.2. (b) Unless indicated otherwise in writing by the Holder, in part, to ensure that a full or partial exchange of this Warrant shall automatically be exercised on the last day of the Exercise Period by the Holder hereof pursuant to Section 2.2(a) hereof for Common Shares if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Issuer shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date. (c) This Warrant may not be exercised pursuant to this Section 2.2 will qualify for amounts that would result in an aggregate Exercise Price (i.e., the product of Y and B as a conversion, within denoted in the meaning of paragraph (d)(3)(iiiformula set forth under Section 2.2(a) hereof) of Rule 144 under less than $10 million or, if the Securities Act. At Holder owns a Warrant that if exercised in full would result in an aggregate Exercise Price of less than $10 million, for less than the request of entire Warrant; provided, however, that the Holder, the Company will accept reasonable modifications to the exchange procedures provided for preceding sentence in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder 2.2(c) shall not be required apply to pay any cash upon any an automatic exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.22.2(b) hereof.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section ------------ 3, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder hereof a number of Exercise Shares shares of Common Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value (defined below) of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date time the Holder delivers its notice of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that delivery of the provisions Holder's notice of net issuance election). For purposes of this Section 2.2 are intended4, the "fair market value" of one share of Common Stock as of a particular date shall be determined upon agreement by parties but if they cannot so agree than by an independent appraiser to be mutually agreed upon by the parties, except that in the event that the Common Stock is traded on a nationally recognized exchange, the fair market value shall be the closing price on the date of delivery to the Company of the Holder's notice of net issue election. As long as this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, and from time to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify time in as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holdermany separate transactions as Holder may determine in its sole discretion, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any net exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2rights evidenced hereby.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of for cash, the Holder may elect to receive shares Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender exercise of this Warrant at in accordance with Section 3(a)(ii)(B) (a “Net Exercise”). A Holder who Net Exercises shall have the principal office of the Company together with the properly endorsed Notice of Exercise rights described in which event Section 3 hereof, and the Company shall issue to the such Holder a number of Exercise Warrant Shares computed using the following formula: X = Y * (A-B) A Where X = the The number of Exercise Warrant Shares to be issued to the Holder Holder. Y = the The number of Exercise Warrant Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised cancelled (at the date of such exercise) calculation). A = the Fair Market Value The fair market value of one Exercise (1) Warrant Share purchasable under the Warrant (at the date of such exercise) calculation). B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions calculation). For purposes of this Section 2.2 are intended4, in part, to ensure that the fair market value of a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph Share shall mean (d)(3)(iiii) of Rule 144 under the Securities Act. At the request if shares of the HolderCompany’s common stock into which the Preferred Stock is convertible (“Common Stock”) are then traded or quoted on a nationally recognized securities exchange, the Company will accept reasonable modifications inter-dealer quotation system or over-the-counter market (a “Trading Market”), an amount equal to the exchange procedures provided product of (A) the closing price or last sale price of a share of Common Stock reported for in this Section in order to accomplish such intent. For the business day immediately before the date of determination (which, for the avoidance of doubt, in the Holder shall not be required to pay any cash upon any case of a cashless exercise of this Warrant pursuant to this Section 2.24, shall be the date on which the Holder delivers its Notice of Exercise to the Company) multiplied by (B) the number of shares of Common Stock into which a Warrant Share is convertible at such time or (ii) if shares of Common Stock are not then traded in a Trading Market, the value determined in good faith by the Board of Directors of the Company (the “Board”); provided, that if the Holder disagrees with the fair market value as determined by the Board, the Holder may require a determination of the fair market value to be made by a nationally recognized investment banking, accounting or valuation firm that is not affiliated with the Holder and which is mutually‑agreed upon by the Company and the Holder, in which case, the determination of such firm shall be final and conclusive, and the fees and expenses of any such firm shall be borne by the Company. For all purposes of Notwithstanding the foregoing, in the event that this Warrant (other than is exercised pursuant to this Section 2)4 in connection with the Company’s initial public offering, any reference herein the fair market value per Warrant Share shall be an amount equal to the exercise product of this Warrant shall be deemed to include a reference (x) the offering price per share of Common Stock to the exchange public of this the Company’s initial public offering, multiplied by (y) the number of shares of Common Stock into which a Warrant for Exercise Shares in accordance with the terms of this Section 2.2Share is convertible at such time.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cashthe Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or before the Holder may elect expiration of the Exercise Period, to receive shares equal to the value (as determined below) of surrender this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a and receive that number of Exercise Shares shares of Common Stock computed using the following formula: Y(A - B) X = Y * (A-B) Where --------------- Where: X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Holder. Y = the number of shares of Common Stock that ▇▇▇▇▇▇ would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant). A = the NYSE closing price on the last Trading Day prior to exercise of this Warrant. B = the Exercise Shares purchasable Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the Warrant orcontrary contained in this Warrant, if only as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted in full pursuant to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended6, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash and upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise surrender of this Warrant shall be deemed entitled to include receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a reference to the exchange of this Warrant positive number for Exercise Shares in accordance with the terms of this Section 2.2“X”.

Net Exercise. Notwithstanding In the event that any provisions herein holder of Warrant Certificates delivers such Warrant Certificates to the contraryCompany and notifies the Company in writing that such holder intends to exercise all, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashor any portion of, the Holder may elect Warrants represented by such Warrant Certificates to receive satisfy its obligation to pay the Purchase Price in respect thereof by virtue of the provisions of this Section 0, such holder shall become entitled to receive, instead of the number of shares of Common Stock such holder would have received had the Purchase Price been paid pursuant to Section 0 or Section 0 hereof, a number of shares of Common Stock in respect of the exercise of such Warrants equal to the value product of: (as determined belowi) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number shares of Exercise Shares purchasable under the Common Stock issuable upon such exercise of such Warrant Certificate (or, if only a portion of the such Warrant Certificate is being exercised, issuable upon the portion exercise of such portion); MULTIPLIED BY (ii) the Warrant being exercised quotient of: (A) the difference of: (I) the Market Price per share of Common Stock at the date time of such exercise; MINUS (II) A = the Fair Market Value Purchase Price per share of one Exercise Share purchasable under the Warrant (Common Stock at the date time of such exercise; DIVIDED BY (B) B = Exercise the Market Price (as adjusted to per share of Common Stock at the date time of such exercise) . The Company acknowledges that the provisions shall not be required to issue fractional shares by virtue of this Section 2.2 are intended0, but shall pay the exercising holder cash in part, to ensure that a full or partial exchange lieu of this Warrant pursuant to this such fractional share in accordance with Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) 0 hereof. For purposes of Rule 144 under the Securities Act. At the request of the Holder, 17 C.F.R. ss.230.144, the Company will accept reasonable modifications to and the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to Purchasers agree that the exercise of any Warrants in accordance with this Warrant Section 0 shall be deemed to include be a reference conversion of such Warrants, pursuant to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Agreement and the Warrants, into Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cashthe Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or before the Holder may elect expiration of the Exercise Period, to receive shares equal to the value (as determined below) of surrender this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a and receive that number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Holder. Y = the number of shares of Common Stock that ▇▇▇▇▇▇ would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant). A = the NYSE closing price on the last Trading Day prior to exercise of this Warrant. B = the Exercise Shares purchasable Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the Warrant orcontrary contained in this Warrant, if only as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted in full pursuant to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended6, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash and upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise surrender of this Warrant shall be deemed entitled to include receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a reference to the exchange of this Warrant positive number for Exercise Shares in accordance with the terms of this Section 2.2“X”.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: X = Y * (A-B) Where ------ X= A Where: X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the closing price of the securities on such exchange on the date of the exercise of the Warrants; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of this Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: X = Y * (A-A - B) Where X --------- X= A Where:X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the closing price of the securities on such exchange on the date of the exercise of the Warrants; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of this Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. (a) Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), then in lieu of exercising this Warrant by payment of cash, check or surrendered Class B Limited Partnership Interest, the Holder may elect (the "Conversion Right") to receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company Issuer together with the properly endorsed Notice of Exercise in which event the Company Issuer shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares to be issued to the Holder issued. Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercise) calculation). A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) calculation). B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such exercise) calculation). The Company acknowledges that shall pay all reasonable administrative costs incurred by the provisions Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2 are intended2.2. (b) Unless indicated otherwise in writing by the Holder, in part, to ensure that a full or partial exchange of this Warrant shall automatically be exercised on the last day of the Exercise Period by the Holder hereof pursuant to Section 2.2(a) hereof for Common Shares if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Issuer shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date. (c) This Warrant may not be exercised pursuant to this Section 2.2 will qualify for amounts that would result in an aggregate Exercise Price (i.e., the product of Y and B as a conversion, within denoted in the meaning of paragraph (d)(3)(iiiformula set forth under Section 2.2(a) hereof) of Rule 144 under less than $10 million or, if the Securities Act. At Holder owns a Warrant that if exercised in full would result in an aggregate Exercise Price of less than $10 million, for less than the request of entire Warrant; provided, however, that the Holder, the Company will accept reasonable modifications to the exchange procedures provided for preceding sentence in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder 2.2(c) shall not be required apply to pay any cash upon any an automatic exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.22.2(b) hereof.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: Y(A - B) -------- X = Y * (A-B) Where A Where: X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the closing price of the securities on such exchange on the date of the exercise of the Warrants; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of this Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Warrant Shares computed using the following formula: Y (A - B) X = Y * (A-B) Where A Where: X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this Warrant for Exercise Shares the closing bid and offer prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in accordance with good faith by the terms Board of this Section 2.2Directors of the Company.

Net Exercise. Notwithstanding any provisions herein to the contraryforegoing, if the Fair Market Value Holder submits an Exercise Notice at any time following the one-year anniversary of one Exercise Share the Initial Issuance Date, and at such time an effective Registration Statement is not available for the resale of all of the Warrant Shares issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashhereunder, the Holder may elect to receive shares equal pay the Exercise Price in either cash or pursuant to a cashless exercise (a “Cashless Exercise”), as hereinafter provided, or, at the election of Holder, a combination thereof. The Holder may effect a Cashless Exercise by (i) delivery of an Exercise Notice noting that the Holder wishes to effect a Cashless Exercise and (ii) the surrender to the value (Company, on or as determined below) soon as practicable following the date the Holder delivers the Exercise Notice to the Company, of this Warrant (or an indemnification undertaking with respect to this Warrant in the portion thereof being canceledcase of its loss, theft or destruction), upon which the Company shall (X) by surrender issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of the holder of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = or its designee, for the number of Exercise shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, upon the request of the holder, credit such aggregate number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise to the holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The number of Warrant Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Cashless Exercise shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.determined as follows:

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder the Common Stock is greater than the Exercise Price (at as the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to exercise this Warrant through a net exercise as provided in this Section. In such event, the Holder (and/or its designees, as applicable) shall receive shares equal to the net value (as determined below) of the Shares subject to this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event Company, and the Company shall issue to the Holder (and/or its designees, as applicable) a number of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares then purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercisecalculation) A = the Fair Market Value of one Exercise Share purchasable under the Warrant Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such calculation) Upon any such exercise) The Company acknowledges that the provisions , if a balance of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holderpurchasable shares remains after such exercise, the Company will accept reasonable modifications shall execute and deliver to the Holder (and/or its designees, as applicable) hereof a new Warrant for such balance of shares. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange procedures provided for shall be issued, and the Company shall in this Section in order lieu thereof make payment to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any (and/or its designees, as applicable) hereof of cash upon any exercise in the amount of this Warrant pursuant to this Section 2.2. For all purposes such fraction multiplied by the Fair Market Value of this Warrant (other than this Section 2), any reference herein Common Stock or round up to the exercise of this Warrant next whole share. Any tax liability related to such transaction shall be deemed to include a reference to paid by the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Holder (and/or its designees, as applicable).

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Exercise Share issuable hereunder Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of shares of Exercise Shares to be issued to the Holder Y = the number of shares of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one share of the Company’s Exercise Share purchasable under the Warrant Shares (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of the Exercise Shares shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share of paragraph (d)(3)(iii) of Rule 144 under Exercise Shares shall be the Securities Act. At per share offering price to the request public of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Company’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in 1) In lieu of exercising this Warrant by payment of in cash, or by check or wire transfer, the Holder may elect to receive shares Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) exercised), at any time after the date hereof and before the end of the Warrant Expiration Date, by surrender of this Warrant at the principal executive office of the Company Company, together with the properly endorsed Notice of Exercise in the form annexed hereto, in which event the Company shall will issue to the Holder a number of Exercise Shares computed using in accordance with the following formula: X = Y * (A-B) Where Where, X = the number of Exercise Shares to be issued to the Holder pursuant to this net exercise; Y = the number of Exercise Shares purchasable under for which the Warrant or, if only a portion net exercise election is made; A = the fair market value of one Share at the Warrant time the net exercise election is being exercised, made; and B = the portion of the Warrant being exercised Stated Purchase Price (as adjusted at the date of such exercisethe net exercise election is made). (2) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder1(b), the Company will accept reasonable modifications to fair market value of a Share and the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance effectiveness of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant are determined as follows: (i) if the exercise is in connection with an initial public offering, and if the Company’s registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, then the fair market value shall be the initial “Price to Public” specified in the final prospectus with respect to the offering (net of applicable underwriting commissions), and such exercise shall be effected upon the date of such initial public offering, subject to due, proper and prior surrender of this Warrant and the closing of the initial public offering; (ii) if the exercise is in connection with a Change of Control, then the fair market value shall be the value received by the holders of Shares pursuant to the Change of Control for each share of such securities, and the exercise shall be effective upon the closing of such Change of Control, subject to due, proper and prior surrender of this Warrant and the closing of the Change of Control; or (iii) if the exercise is other than in connection with subsections (i) or (ii) above and the Shares are traded on a securities exchange or through the Nasdaq Global Market, the value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; or (iv) if the exercise is other than in connection with subsections (i) or (ii) above and the Shares are traded over-the-counter, the value shall be deemed to be the average of this Warrant for Exercise the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; or (v) if the exercise is other than in connection with subsections (i) or (ii) above and the Shares are not traded on the over-the-counter market or on an exchange, the fair market value shall be determined in accordance with good faith by the terms Company’s Board of this Section 2.2Directors (the “Board”).

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising all or any portion of this Warrant by with payment of cash, check or wire transfer or by cancellation of indebtedness as provided in Section 2.1, the Holder may elect to receive shares equal to the value (as determined below) of exercise this Warrant (or the any portion thereof being canceledhereof) by surrender of this Warrant at the principal office on a net basis without payment of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to foregoing consideration, such that the Holder a receives the number of Exercise Shares computed using the following formula: formula (and any and all references in this Warrant to payment of the Exercise Price shall include exercise of this Warrant (or any portion hereof) pursuant to this Section 2.2) (such exercise, a “Net Exercise”): X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the that portion of the this Warrant being exercised (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that For purposes of the provisions above calculation, if shares of this Section 2.2 Common Stock are intendedthen traded or quoted on a nationally recognized securities exchange, in partinter-dealer quotation system or over-the-counter market (a “Trading Market”), to ensure that the fair market value of an Exercise Share shall be the closing price or last sale price of a full or partial exchange share of Common Stock reported for the Business Day immediately before the date on which Holder delivers this Warrant (to the extent required) together with its Notice of Exercise to the Company; provided, however, that if this Warrant is exercised pursuant to this Section 2.2 will qualify as in connection with a conversionChange of Control, within the meaning fair market value per share shall be the value ascribed to the consideration to be paid in respect of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request one share of the HolderExercise Shares in the definitive agreement(s) relating to such Change of Control, or if no such value is set forth in the definitive agreements(s) relating to such Change of Control, as determined in good faith by the Board. If shares of Common Stock are not then traded in a Trading Market, the Board shall adopt the fair market value of an Exercise Share recommended by a nationally recognized independent investment bank or other qualified financial institution, which fair market value shall not give effect to minority or illiquidity discounts. If Exercise Shares are issued in such a Net Exercise, the Company will accept reasonable modifications acknowledges and agrees that in accordance with Section 3(a)(9) of the Act, the Exercise Shares shall take on the registered characteristics of this Warrant, and the holding period of this Warrant may be tacked on to the exchange procedures holding period of the Exercise Shares (provided for in that the Securities and Exchange Commission continues to take the position that such treatment is proper at the time of such exercise). The Company agrees not to take any position contrary to this Section in order to accomplish such intent2.2. For the avoidance of doubt, the Holder may utilize Net Exercise as contemplated by this Section 2.2 only if at the time of exercise hereof, there is no effective registration statement registering, or the prospectus therein is not available for, the issuance of the Exercise Shares to the Holder. In all other scenarios, the Holder shall not only be required permitted to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in cash in accordance with the terms of this Section 2.22.1.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder the Common Stock is greater than the Exercise Price (at as the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to exercise this Warrant through a net exercise as provided in this Section. In such event, the Holder shall receive shares equal to the net value (as determined below) of the Shares subject to this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise subscription form in which event the form attached hereto executed by the Holder (as provided in Section 2 above), and the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares then purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercisecalculation) A = the Fair Market Value of one Exercise Share purchasable under the Warrant Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such calculation) Upon any such exercise) The Company acknowledges that the provisions , if a balance of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holderpurchasable shares remains after such exercise, the Company will accept reasonable modifications shall execute and deliver to the Holder hereof a new Warrant for such balance of shares. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange procedures provided for shall be issued, and the Company shall in this Section in order lieu thereof make payment to accomplish such intent. For the avoidance of doubt, the Holder shall not be required hereof of cash in the amount of such fraction multiplied by the Fair Market Value of Common Stock. Any tax liability related to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant such transaction shall be deemed to include a reference to paid by the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Holder.

Net Exercise. Notwithstanding any provisions herein to the contraryforegoing, if the Fair Market Value of one Holder submits an Exercise Share issuable hereunder is greater than the Exercise Price (Notice at any time following the date that is one year after the Issuance Date, and at such time an effective Registration Statement is not available for the resale of calculation as set forth below), in lieu all of exercising this the Warrant by payment of cashShares issuable hereunder, the Holder may elect to receive shares equal pay the Exercise Price in either cash or pursuant to a cashless exercise (a “Cashless Exercise”), as hereinafter provided, or, at the election of Holder, a combination thereof. The Holder may effect a Cashless Exercise by (i) delivery of an Exercise Notice noting that the Holder wishes to effect a Cashless Exercise and (ii) the surrender to the value (Company, on or as determined below) soon as practicable following the date the Holder delivers the Exercise Notice to the Company, of this Warrant (or an indemnification undertaking with respect to this Warrant in the portion thereof being canceledcase of its loss, theft or destruction), upon which the Company shall (X) by surrender issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of the holder of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = or its designee, for the number of Exercise shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, upon the request of the holder, credit such aggregate number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise to the holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The number of Warrant Shares to be issued to the Holder pursuant to a Cashless Exercise shall be determined as follows: X = Y x (A-B)/A where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of Exercise Warrant Shares purchasable under the Warrant or, if only a portion of the with respect to which this Warrant is being exercised, ; A = the portion fair market value of the Warrant being exercised (one share of Common Stock at the date of such exercise) A ; and B = the Fair Market Value Exercise Price. For purposes of this Section 2(b), the fair market value of one Exercise Share purchasable under share of Common Stock shall be determined in good faith by the Warrant Company’s Board of Directors; provided, however, that if the Company’s Common Stock is traded on a national exchange or over-the-counter market, the fair market value per share shall be the cumulative twenty (at 20) – day Volume Weighted Average Price (“VWAP”) of the Common Stock for the twenty trading days immediately preceding (but not including) the date of exercise, calculated by adding up the dollars traded on such exercisenational exchange or over-the-counter market for every transaction during the twenty (20) B = Exercise Price – day period (as adjusted to price times shares traded) and then dividing by the date of total shares traded on such exercisenational exchange or over-the-counter market for the twenty (20) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2– day period.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Exercise Share issuable hereunder Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Series E Preferred computed using the following formula: X = Y * (A-B) ------- A Where X = the number of shares of Exercise Shares to be issued to the Holder Y = the number of shares of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one share of the Company's Exercise Share purchasable under Shares on the Warrant (at the date of such exercise) Exercise Date B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of Exercise Shares shall be determined by the Company's Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion, within (A) after the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderCompany's initial public offering, the Company will accept reasonable modifications to fair market value on the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Exercise Date shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.closing

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cashthe Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or before the Holder may elect expiration of the Exercise Period, to receive shares equal to the value (as determined below) of surrender this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a and receive that number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Holder. Y = the number of shares of Common Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant). A = the NYSE closing price on the last Trading Day prior to exercise of this Warrant. B = the Exercise Shares purchasable Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the Warrant orcontrary contained in this Warrant, if only as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted in full pursuant to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended6, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash and upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise surrender of this Warrant shall be deemed entitled to include receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a reference to the exchange of this Warrant positive number for Exercise Shares in accordance with the terms of this Section 2.2“X”.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: X = Y * (AY(A-B) Where ------ X = the A Where: X = The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the closing price of the securities on such exchange on the date of the exercise of the Warrants; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of this Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.