Common use of Net Issue Election Clause in Contracts

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receiveconvert this Warrant or any portion thereof, without the payment by the Holder of any additional consideration, into shares of Preferred Stock equal to Warrant Stock, by delivery of the value of this Warrant or any portion hereof Exercise Notice duly executed by the surrender of this Warrant or such portion to the Company, Holder with the net issue election notice annexed hereto duly executedselected, at the principal office offices of the Company. Thereupon, the Company shall will issue to the Holder such number of fully paid and nonassessable shares of Preferred Warrant Stock as is computed using the following formula: X = Y (A-B) ------- A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. 2.6; Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. 2.6; A = the Fair Market Value (as defined below) of one share of Preferred Stock, as determined Warrant Stock at the time the net issue election is made pursuant to this Section 4. 2.6; and B = the Purchase Warrant Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 42.6.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Common Stock Warrant or any portion hereof by the surrender of this Common Stock Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Common Stock Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Common Stock Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Common Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the ------------------ payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 45. Y V = the number of shares of Preferred Stock vested Warrant Shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 45. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in accordance with the rules of NASDAQ, at the time the net issue election is made pursuant to this Section 45. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 45. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Series D Warrant or any portion hereof by the surrender of this Series D Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Series D Preferred Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Series D Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Series D Preferred Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Series D Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Series D Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, Common Stock as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X=Y(A-B) A where: X = X= the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = Y= the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = A= the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = B= the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to (together with a duly executed notice of exercise in the Company, with the net issue election notice annexed form attached hereto duly executed, as Exhibit A-2) at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) A Where X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 44.2. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 44.2. A = the Fair Market Value (defined below) of one share of Preferred Common Stock, as determined in accordance with Section 7 herein, as at the time the net issue election is made pursuant to this Section 44.2. B = the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 44.2.

Net Issue Election. The As an alternative to payment of the Purchase Price in accordance with clause (i) of Section 3 above, if the fair market value of one share of the Company’s Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: whereX = Y (A – B) Where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. ; Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. ; A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.; and

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without ------------------ the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Series A Preferred Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Series A Preferred Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Series A Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Common Stock Warrant or any portion hereof by the surrender of this Common Stock Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Common Stock Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Common Stock Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Series D Preferred Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 45. A = the Fair Market Value (defined below) fair market value of one share of Series D Preferred Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 45. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 45. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Series D Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment ------------------ by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A - B) --------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price applicable purchase price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to to. receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: where: where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4I (b). Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4I (b). A = the Fair Market Value (defined belowas hereinafter defined) of one share of Series B Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4I (b). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4I (b).

Net Issue Election. The Holder may elect to receive, without the ------------------ payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Series A Preferred Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Series A Preferred Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Series A Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: X= Y (A-B) A where: X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, Common Stock as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: : 1. X=Y(A-B) where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to (together with a duly executed notice of exercise in the Company, with the net issue election notice annexed form attached hereto duly executed, as Exhibit A-2) at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) ------ A Where X= the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 44.2. Y = Y= the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 44.2. A = A= the Fair Market Value (defined below) of one share of Preferred Common Stock, as determined in accordance with Section 7 herein, as at the time the net issue election is made pursuant to this Section 44.2. B = B= the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 44.2.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B)/A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section SECTION 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4.

Net Issue Election. The In lieu of exercise pursuant to Section 3, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant hereof or any portion hereof by the surrender of this Warrant hereof or such portion hereof to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = equals Y (A-B) Where X equals the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = equals the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = equals the Fair Market Value (defined below) fair market value of one share of Preferred the Common Stock, as determined in good faith by the Board, at the time the net issue election is made pursuant to this Section 4. B = equals the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock

Net Issue Election. The Holder may elect to receiveconvert this Warrant or any portion thereof, without the payment by the Holder of any additional consideration, into shares of Preferred Stock equal to Warrant Stock, by delivery of the value of this Warrant or any portion hereof Exercise Notice duly executed by the surrender of this Warrant or such portion to the Company, Holder with the net issue election notice annexed hereto duly executedselected, at the principal office offices of the Company. Thereupon, the Company shall will issue to the Holder such number of fully paid and nonassessable shares of Preferred Warrant Stock as is computed using the following formula: X = Y (A-B) where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. 2.6; Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. 2.6; A = the Fair Market Value (as defined below) of one share of Preferred Stock, as determined Warrant Stock at the time the net issue election is made pursuant to this Section 4. 2.6; and B = the Purchase Warrant Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 42.6. If the above calculation results in a negative number, then no Warrant Stock shall be issued or issuable at the time the net issue election is made pursuant to this Section 2.6.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to (together with a duly executed notice of exercise in the Company, with the net issue election notice annexed form attached hereto duly executed, as Exhibit A-2) at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) Where X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 44.2. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 44.2. A = the Fair Market Value (defined below) of one share of Preferred Common Stock, as determined in accordance with Section 7 herein, as at the time the net issue election is made pursuant to this Section 44.2. B = the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 44.2.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 45. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 45. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 45. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 45. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to (together with a duly executed exercise notice in the Company, with the net issue election notice annexed form attached hereto duly executed, as Exhibit A-2) at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 44.2. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 44.2. A = the Fair Market Value (defined below) of one share of Preferred Common Stock, as determined in accordance with Section 7 herein, as at the time the net issue election is made pursuant to this Section 44.2. B = the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 44.2.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: X= Y (A – B) where: X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Common Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the ------------------ payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Series A Preferred Stock as is computed using the following formula: where: X = Y (A-B) ------- A where X= the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Series A Preferred Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Series A Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 4. 1. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, Common Stock as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: X= Y(A-B) where: X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Common Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to (together with a duly executed notice of exercise in the Company, with the net issue election notice annexed form attached hereto duly executed, as Exhibit A-2) at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: where: X = Y(A-B) ------ A Where X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 44.2. Y = the number of shares of Preferred Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 44.2. A = the Fair Market Value (defined below) of one share of Preferred Common Stock, as determined in accordance with Section 7 herein, as at the time the net issue election is made pursuant to this Section 44.2. B = the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 44.2.