Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board New York Stock Exchange (the "OTCBBNYSE") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBBNYSE), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: formula (and the Holder shall receive the rights and benefits of a record holder of such shares of Common Stock as described in Section 3(b) hereof): X = Y (A-A – B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Common Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock will at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (Nasdaq National Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the The Wall Street Journal over a five (5) consecutive trading days immediately preceding day period ending with the third business day before the date of determination of fair market value. Notwithstanding the date foregoing, in the completedevent the Warrant is exercised in connection with the Company’s initial public offering of Common Stock, executed Notice the fair market value per share shall be the per share offering price to the public of Exercise and Subscription Form is receivedthe Company’s initial public offering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Exercise Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash as set forth in Section 3(a) above, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Exercise Stock computed using the following formula: X = Y (* A-B) ------- B A Where X = the number of shares of Common Exercise Stock to be issued to the Optionee Holder Y = the number of shares of Common Exercise Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common ’s Exercise Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Exercise Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that when the fair market value of one share of Exercise Stock will is being determined in connection with a financing in which the Company is selling shares of its preferred stock, the fair market value of one share of Exercise Stock shall be determined by reference to the purchase price of the preferred stock sold in such financing and the applicable conversion ratios, if any, and when the Exercise Stock is the same class of stock being sold in such financing, the fair market of one share of Exercise Stock shall be the purchase price of one share of the stock being sold in such financing; provided, further, that where there exists a public market for the Company’s Common Stock at the time of such exercise, the fair market value per share shall be the product of (i) (A) the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter Market Summary, (B) the last reported sale price of the Common Stock or (C) the closing price quoted on the OTC Bulletin Board (the "OTCBB") (Nasdaq Stock Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Eastern Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of determination of fair market value and (ii) the date the completed, executed Notice number of shares of Common Stock into which each share of Exercise Stock is convertible at the time of such exercise. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company’s initial public offering of Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and Subscription Form (ii) the number of shares of Common Stock into which each share of Exercise Stock is receivedconvertible at the time of such exercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value (as defined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option (this Warrant, or the portion thereof being canceled) , by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionExercise, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (AY(A-B) ------- X = ------ A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, under the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share the Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, "fair market value value" of one share of Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that (i) where no public market exists for the Common Stock will at the time of such exercise, the Holder may request a valuation of the Common Stock to be performed by an independent valuation firm selected by the Holder, at the sole cost and expense of the Holder, which valuation shall be binding upon the Holder and the Company in determining "fair market value," and (ii) where a public market exists for the Common Stock at the time of such exercise, the "fair market value" per share shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter-Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (Nasdaq National Market System or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), as published in The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of determination of fair market value. Notwithstanding the date foregoing, in the completedevent the Warrant is exercised in connection with the Company's initial public offering of Common Stock, executed Notice of Exercise and Subscription Form is receivedthe "fair market value" per share shall be the per share offering price to the public in the Company's initial public offering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's ’s Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's ’s Stock will be the average of the closing prices of the Company's ’s shares of Common Stock as quoted on the OTC Bulletin Board (the "“OTCBB"”) (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: formula (and the Holder shall receive the rights and benefits of a record holder of such shares of Common Stock as described in Section 3(b) hereof): X = Y (A-A − B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Common Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock will at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (Nasdaq National Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the The Wall Street Journal over a five (5) consecutive trading days immediately preceding day period ending with the third business day before the date of determination of fair market value. Notwithstanding the date foregoing, in the completedevent the Warrant is exercised in connection with the Company’s initial public offering of Common Stock, executed Notice the fair market value per share shall be the per share offering price to the public of Exercise and Subscription Form is receivedthe Company’s initial public offering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Buletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.the

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's ’s Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's ’s Stock will be the average of the closing prices of the Company's ’s shares of Common Stock as quoted on the OTC Bulletin Board (the "“OTCBB"”) (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option Warrants for cash, the Optionee Warrant Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option Warrants (or the portion thereof being canceledexercised) by surrender of the Option Participation Warrant Agreement at the principal office of the Company together with the properly endorsed duly executed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Warrant Holder a number of shares of Common Stock computed using the following formula: X = Y (AX=Y(A-B) ------- B)/ A Where X = WHERE X= the number of shares of Common Stock to be issued to the Optionee Y = Warrant Holder; Y= the number of shares of the Common Stock purchasable under the Option Warrants or, if only a portion of the Option Warrants is being exercised, the portion of the Option Warrants being canceled (at the date of such calculation) A = exercised; A= the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share ); and B= Exercise Price (as adjusted to at the date of such calculation) ). For purposes of this Section 5(b), the above calculation, calculations contemplated by this Section 5(b) shall be made as of the close of business on the trading day immediately preceding the date of the delivery of this Warrant Agreement and the related Notice of Exercise and the fair market value of one share of the Company's Common Stock will shall be equal to the sales price, regular way, as reported on Nasdaq or if no such reported sale takes place, the average of the closing bid and asked prices, regular way, as reported on Nasdaq or if no such bid or ask prices are reported, the average of the bid and ask prices of a New York Stock Exchange member. The Company shall deliver, or cause to be delivered, the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB"issuable upon a net issue exercise pursuant this Section 5(b) (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares within two business days of the Company trade or are quoted if, at the time surrender of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of this Warrant Agreement and related Exercise and Subscription Form is receivedNotice.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock (1) Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Center may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) (such election being referred to herein as a “Net Issue Exercise Election”) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will company shall issue to the Optionee Center a number of shares of Common Stock Shares computed using the following formula: X = Y (AY(A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Center. Y = the number of shares of Common Stock Shares purchasable under the Option this Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised. A = the “fair market value value” (as defined below) of one share of the Company's Common Stock (at the date of such calculation1) Share B = Per Share the Exercise Price per Share (as adjusted to the date of such calculation) ). For purposes of this Section 1.4, the above calculation, fair market value per Share shall be the product of one share of the Company's Stock will be (i) the average of the closing bid and asked prices of the Company's shares Shares quoted in any applicable over the counter market summary or the last reported sale price of Common Stock as the Shares or the average closing price quoted on the OTC Bulletin Board (the "OTCBB") (or any exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Shares are listed, whichever is applicable, for thirty (30) trading days prior to the date of determination of fair market value and (ii) the Company trade or are quoted if, number of Shares into which each Share is convertible at the time of such exercise. If the election, they Shares are not trading traded over the counter or being quoted on an exchange, the fair market value shall be the price per Share which the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued shares, as such price shall be agreed in good faith by the Company and the Center. If the Company and the Center are unable to agree on the OTCBB), for the five (5) consecutive trading days immediately preceding the date “fair market value” of the date Shares within Form 052010 Loan #2012-SGL-2701 ten (10) days of receipt of the completed, executed Notice of Exercise required under Section 1.2(a) above, then the fair market value shall be determined by an independent valuation expert selected by the Company and Subscription Form reasonably acceptable to the Center. Notwithstanding the foregoing, in the event the Warrant is receivedexercised in connection with the Company’s initial public offering of Shares, the fair market value per Share shall be the product of (i) the per Share offering price to the public of the Company’s initial public offering, and (ii) the number of Shares into which each Share is convertible at the time of exercise. In the event that the Center makes a Net Issue Exercise Election pursuant to this Section 1.4, the provisions of Section 1.2 regarding certain delivery obligations of the Center, and Section 1.3 regarding certain delivery obligations of the Company, shall be fully applicable upon such election.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Warrant Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together this Warrant (with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, exercise form attached hereto as Exhibit A duly executed) in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Warrant Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Warrant Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Warrant Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise the Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Common Stock shall be determined as follows: (i) if the Company's Stock will class of stock of which the Warrant Shares are a part is listed on a national stock exchange, on the NASDAQ National Market System or on any other over-the-counter market, then such fair market value shall be the closing price per share reported for such class on such national stock exchange or on the NASDAQ National Market System, or the average of the closing final "bid" and "asked" prices reported on such over-the-counter market, as applicable, at the close of the Company's shares of Common Stock as quoted business on the OTC Bulletin Board date of calculation, as reported in the Wall Street Journal; and (ii) if the "OTCBB") (class of stock of which the Warrant Shares are a part is not listed on any national stock exchange, on the NASDAQ National Market System or on such any other United States stock exchange or public trading market or quotation medium on or by which over-the- counter market, then the shares Board of Directors of the Company trade or are quoted if, at the time shall determine such fair market value as of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of calculation in its reasonable good faith judgment, and shall (upon written request by Holder) advise Holder of such determination prior to any decision by the date the completed, executed Notice of Exercise and Subscription Form is receivedregistered Holder to exercise its purchase rights under this Warrant.

Net Issue Exercise. Notwithstanding any provisions herein to (a) In the contrary, if event that the fair market value of one share of the Company's ’s Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect a “Net Issue Exercise” pursuant to which it will receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculationexercise) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculationexercise) B = Per Share Exercise Price (as adjusted to the date of such calculation) exercise). For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by the Company's Stock will ’s Board of Directors in good faith; provided, however, that where there is a public market for the Company’s Common Stock, the fair market value per share shall be the average of the closing prices of the Company's shares of ’s Common Stock as quoted on the OTC Bulletin Board (New York Stock Exchange, the "OTCBB") (Nasdaq National Market or on such any other United States principal stock exchange or public trading market or quotation medium on or by which the shares of the Company trade Common Stock is listed or are quoted ifquoted, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), for over the five (5) consecutive trading days day period ending on the trading day immediately preceding the date of day the date the completed, executed Notice of Exercise and Subscription Form Warrant is receivedbeing exercised.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash or other same-day funds, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal designated office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise the Stock Purchase Price (as adjusted to at the date of such calculation) For purposes of the above calculationthis Warrant, fair market value of one share of the Company's Common Stock will shall be the average of equal to the closing prices of sales price for the Company's shares of Common Stock as quoted on the OTC Bulletin Board (Nasdaq National Market or any successor thereto or the "OTCBB") (or primary exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares of Common Stock is then quoted, or, if the Company trade or are quoted if, at the time of the election, they are Common Stock is not trading or being then quoted on any automated quotation system or exchange, the OTCBB), for price determined by the five (5) consecutive trading days immediately preceding the date Company's Board of the date the completed, executed Notice of Exercise and Subscription Form is receivedDirectors in good faith.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Purchase Price (at the date of the calculation as set forth below)) for that share, in lieu of exercising the Option this Warrant for cash, the Optionee Registered Holder of this Warrant may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election. In such event, in which event the Company will shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = Registered Holder the number of shares of Common Stock to be issued Stock, calculated to the Optionee Y = nearest full share, obtained by (X) multiplying (i) the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = by (ii) the fair market value difference between the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise and the per share Purchase Price (as adjusted to the date of such calculation), and (Y) For purposes of dividing the above calculation, fair market value product thereof by the Fair Market Value of one share of the Company's Stock will be Common Stock. For purposes of this Warrant, the average “Fair Market Value” of the closing prices of the Company's shares one share of Common Stock as shall be (i) if the Common Stock is then traded on the NASDAQ National Market System or any national securities exchange, the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (NASDAQ National Market System or any national securities exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in The Wall Street Journal the trading day prior to the date of exercise, or (ii) if a public market for the Company trade or are quoted if, Common Stock does not exist at the time of exercise, the election, they are not trading or being quoted fair market value of a share of Common Stock on the OTCBB), for the five (5) consecutive trading days date immediately preceding the date of exercise as determined in good faith by the Company’s Board of Directors, or (iii) if the Warrant is exercised in connection with a Public Offering, the initial public offering price of the Common Stock. If the Registered Holder informs the Company in writing that it disagrees with the fair market value of a share of Common Stock as determined by the Board of Directors in accordance with subsection (ii) of the preceding sentence within five business days of the date of such determination, the completedCompany and the Registered Holder shall select a mutually acceptable regional or national investment bank to determine the fair market value of a share of Common Stock on the date immediately preceding the date of exercise and such determination shall be conclusive. If the fair market value determined by the investment bank is less than or equal to the fair market value determined by the Board of Directors, executed Notice the cost of Exercise the valuation shall be paid by the Registered Holder and Subscription Form if the fair market value determined by the investment bank is receivedgreater than the fair market value determined by the Board of Directors, the cost of the valuation shall be paid by the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option Warrants for cash, the Optionee Warrant Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option Warrants (or the portion thereof being canceledexercised) by surrender of the Option Warrant Agreement at the principal office of the Company together with the properly endorsed duly executed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Warrant Holder a number of shares of Common Stock computed using the following formula: X = Y (AX=Y(A-B) ------- B)/ A Where X = WHERE X= the number of shares of Common Stock to be issued to the Optionee Y = Warrant Holder; Y= the number of shares of the Common Stock purchasable under the Option Warrants or, if only a portion of the Option Warrants is being exercised, the portion of the Option Warrants being canceled (at the date of such calculation) A = exercised; A= the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share ); and B= Exercise Price (as adjusted to at the date of such calculation) ). For purposes of this Section 5(b), the above calculation, calculations contemplated by this Section 5(b) shall be made as of the close of business on the trading day immediately preceding the date of the delivery of this Warrant Agreement and the related Notice of Exercise and the fair market value of one share of the Company's Common Stock will shall be equal to the sales price, regular way, as reported on Nasdaq or if no such reported sale takes place, the average of the closing bid and asked prices, regular way, as reported on Nasdaq or if no such bid or ask prices are reported, the average of the bid and ask prices of a New York Stock Exchange member. The Company shall deliver, or cause to be delivered, the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB"issuable upon a net issue exercise pursuant this Section 5(b) (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares within two business days of the Company trade or are quoted if, at the time surrender of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of this Warrant Agreement and related Exercise and Subscription Form is receivedNotice.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share In lieu of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as payment methods set forth below), in lieu of exercising the Option for cash------------------ Section 2.1 (b) above, the Optionee Holder may elect to receive exchange all or some of the Warrant for shares of Common Stock equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender amount of the Option at Warrant being exchanged on the principal office date of exchange. If Holder elects to exchange this Warrant as provided in this Section 2.2, Holder shall tender to the Company the Warrant for the amount being exchanged, along with written notice of Holder's election to exchange some or all of the Company together with the properly endorsed Notice of Exercise Warrant, and Subscription Form and notice of such election, in which event the Company will shall issue to Holder the Optionee a number of shares of the Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder. Y = the number of shares of Common Stock purchasable under the Option or, if only a portion amount of the Option is Warrant being exercised, the portion of the Option being canceled exchanged (at as adjusted to the date of such calculation) ). A = the fair market value Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) Stock. B = Per Share Exercise Purchase Price (as adjusted to the date of such calculation) For purposes ). All references herein to an "exercise" of the above calculation, fair market value Warrant shall include an exchange pursuant to this Section 2.2. Upon receipt of one share a written notice of the Company's intention to raise capital by selling shares of Common Stock in an IPO (the "IPO Notice"), which notice shall be delivered to Holder at least forty- ---------- five (45) but not more than ninety (90) days before the anticipated date of the filing with the Securities and Exchange Commission of the registration statement associated with the IPO, the Holder shall promptly notify the Company whether or not the Holder will exercise this Warrant pursuant to this Section 2.2 prior to consummation of the IPO. Notwithstanding whether or not an IPO Notice has been delivered to Holder or any other provision of this Warrant to the contrary, if Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission (the "SEC") in connection with --- the IPO, this Warrant shall be deemed exercised on the consummation of the IPO and the Fair Market Value of a share of Common Stock will be the average of the closing prices of the Company's shares price at which one share of Common Stock as quoted was sold to the public in the IPO. If Holder has elected to exercise this Warrant pursuant to this Section 2.2 while a registration statement is on file with the OTC Bulletin Board (Securities and Exchange Commission in connection with an IPO and the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which IPO is not consummated, then Holder's exercise of this Warrant shall not be effective unless Holder confirms in writing Holder's intention to go forward with the shares exercise of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedthis Warrant.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of the Company's Common Warrant Stock is greater than the Per Share Exercise Purchase Price (at the date of the calculation as set forth below)) for that share, in lieu of exercising the Option this Warrant for cash, the Optionee Registered Holder of this Warrant may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election. In such event, in which event the Company will shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = Registered Holder the number of shares of Common Stock to be issued Warrant Stock, calculated to the Optionee Y = nearest full share, obtained by (X) multiplying (i) the number of shares of Common Warrant Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = by (ii) the fair market value difference between the Fair Market Value of one share of the Company's Common Warrant Stock (at the date of such calculation) B = Per Share Exercise and the per share Purchase Price (as adjusted to the date of such calculation), and (Y) For purposes of dividing the above calculation, fair market value product thereof by the Fair Market Value of one share of the Warrant Stock. For purposes of this Warrant, the “Fair Market Value” of one share of Warrant Stock shall be (i) if the Company's Stock will be ’s common stock is then traded on the average NASDAQ National Market System or any national securities exchange, the product of (A) the number of shares of common stock issuable upon the conversion of a single share of Warrant Stock, multiplied by (B) the last reported sale price of the common stock or the closing prices of the Company's shares of Common Stock as price quoted on the OTC Bulletin Board (the "OTCBB") (NASDAQ National Market System or any national securities exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares common stock is listed, whichever is applicable, as published in The Wall Street Journal the trading day prior to the date of exercise, or (ii) if a public market for the Company trade or are quoted if, Company’s common stock does not exist at the time of exercise, the election, they are not trading or being quoted fair market value of a share of Warrant Stock on the OTCBB), for the five (5) consecutive trading days date immediately preceding the date of exercise as determined in good faith by the Company’s Board of Directors, or (iii) if the Warrant is exercised in connection with a Public Offering, the product of (A) the number of shares of common stock issuable upon conversion of a single share of Warrant Stock, multiplied by (B) the initial public offering price of the Company’s common stock. If the Registered Holder informs the Company in writing that it disagrees with the fair market value of a share of Warrant Stock as determined by the Board of Directors in accordance with subsection (ii) of the preceding sentence within five business days of the date of such determination, the completedCompany and the Registered Holder shall select a mutually acceptable regional or national investment bank to determine the fair market value of a share of Warrant Stock on the date immediately preceding the date of exercise and such determination shall be conclusive. If the fair market value determined by the investment bank is less than or equal to the fair market value determined by the Board of Directors, executed Notice the cost of Exercise the valuation shall be paid by the Registered Holder and Subscription Form if the fair market value determined by the investment bank is receivedgreater than the fair market value determined by the Board of Directors, the cost of the valuation shall be paid by the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock (or whatever securities are issuable upon exercise of this Warrant at the time) is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), then, in lieu of exercising the Option this Warrant for cash, the Optionee holder may elect a "NET ISSUE EXERCISE", pursuant to which the holder will receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionexercised), in which event the Company will shall issue to the Optionee holder and/or the holder's designee(s) a number of shares of Common Stock computed using the following formula: X = Y (AY(A-B) ------- ----- A Where Where: X = the number of shares of Common Stock to be issued to the Optionee Holder; Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised; A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) ); and B = Per Share Exercise Purchase Price in effect (as adjusted to at the date of such calculation) ). For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by the Company's Stock will be Board of Directors in good faith. To exercise this Warrant pursuant to this Section 3, the average of holder must surrender this Warrant at the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares principal office of the Company trade or are quoted if, at together with the time properly endorsed Form of the Subscription and notice of such election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock (1) Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Center may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) (such election being referred to herein as a “Net Issue Exercise Election”) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Center a number of shares of Common Stock Shares computed using the following formula: X = Y (AY(A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Center. Y = the number of shares of Common Stock Shares purchasable under the Option this Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised. A = the “fair market value value” (as defined below) of one share of the Company's Common Stock (at the date of such calculation1) Share. B = Per Share the Exercise Price per Share (as adjusted to the date of such calculation) ). For purposes of this Section 1.4, the above calculation, fair market value per Share shall be the product of one share of the Company's Stock will be (i) the average of the closing bid and asked prices of the Company's shares Shares quoted in any applicable over the counter market summary or the last reported sale price of Common Stock as the Shares or the average closing price quoted on the OTC Bulletin Board (the "OTCBB") (or any exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Shares are listed, whichever is applicable, for thirty (30) trading days prior to the date of determination of fair market value and (ii) the Company trade or are quoted if, number of Shares into which each Share is convertible at the time of such exercise. If the election, they Shares are not trading traded over the counter or being quoted on an exchange, the fair market value shall be the price per Share which the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued shares, as such price shall be agreed in good faith by the Company and the Center. If the Company and the Center are unable to agree on the OTCBB), for the five (5) consecutive trading days immediately preceding the date “fair market value” of the date Shares within ten (10) days of receipt of the completed, executed Notice of Exercise required under Section 1.2(a) above, then the fair market value shall be determined by an independent valuation expert selected by the Company and Subscription Form reasonably acceptable to the Center. Notwithstanding the foregoing, in the event the Warrant is receivedexercised in connection with the Company’s initial public offering of Shares, the fair market value per Share shall be the product of (i) the per Share offering price to the public of the Company’s initial public offering, and (ii) the number of Shares into which each Share is convertible at the time of exercise. In the event that the Center makes a Net Issue Exercise Election pursuant to this Section 1.4, the provisions of Section 1.2 regarding certain delivery obligations of the Center, and Section 1.3 regarding certain delivery obligations of the Company, shall be fully applicable upon such election.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising the Option for cashthis Warrant pursuant to Section 1(a) hereof, the Optionee Holder may elect elect, in whole or in part, from time to time, on or after the date hereof and until 5:00 p.m. PDT on the Expiration Date to convert and to receive shares a number of Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company Company, together with the properly endorsed a Notice of Exercise pursuant to which the provisions of this Section 1(b) are elected, such notice to expressly indicate both the applicable type of Shares to be issued upon such conversion, the applicable Exercise Price per Share, and Subscription Form and notice the portion (or whether all) of this Warrant, as measured by the Maximum Aggregate Coverage Amount, is to be applied to such electionconversion. In such event, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares the applicable type of Common Stock Shares to be issued to the Optionee Holder. Y = the number of shares the applicable type of Common Stock purchasable under Shares that the Option or, if only a indicated portion of the Option is being exercised, the portion Maximum Aggregate Coverage Amount of the Option being canceled (this Warrant could purchase at the date of such calculation) applicable Exercise Price. A = the fair market value of one share of the Company's Common Stock (at the date of such calculationShare, as applicable, determined pursuant to Section 1(c) below. B = Per Share the applicable Exercise Price per Share (as adjusted to the date of such calculation) For purposes for the applicable type of Shares. If this Warrant has not been exercised prior to the Expiration Date, this Warrant shall be deemed to have been automatically exercised on the Expiration Date by net issue election pursuant to this Section 1(b) for the applicable type of Shares and based upon an applicable deemed Exercise Price per Share as follows: (i) following a Financing Event or a Non-Qualifying Financing, for shares of the above calculation, fair market value of one share of Financing Securities at the Company's Stock will be the average of the closing prices of the Company's Financing Price; and (ii) for shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Common Stock Exercise and Subscription Form is receivedPrice.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if so long as and to the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below)extent that this Option may be exercised, in lieu of exercising the Option for cash, cash the Optionee may elect to receive shares of Stock equal to the value (as determined below) of the this Option (or the portion thereof being canceled) exercised). The Optionee may make the election described in this Section 4.4 by surrender of the surrendering this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and Agreement, delivering a notice of election under this provision and providing such electionother documents as are referenced in Section 4.2, following the procedures set forth in which such section. In such event the Company will shall issue to the Optionee (a) within thirty (30) days an amended or amended and restated Option Agreement substantially in the form hereof representing the number of Option Shares with respect to which this Option shall not then have been exercised and (b) a number of shares of Common Stock computed using the following formula: X = Y (A-B) X = ------- A A Where X = the number of shares of Common Stock to be issued isued to the Optionee Holder, Y = the number of shares of Common Stock purchasable vested under the Option or, if only a portion of the Option is being exercised, the portion of the vested Option being canceled exercised (at the date of such calculation) ), A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) ), and B = Per Share the Exercise Price (as adjusted to the date of such calculation) Price. For purposes of the above calculation, fair market value of one share of Stock shall be determined by the Board in good faith; provided, however, that where there exists a public market for the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of such exercise, fair market value shall mean the election, they are not average over the preceding ten trading days (or being quoted such fewer number of days as such public market has existed) of the mean of the closing bid and asked prices on the OTCBB)over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") system, for or if the five (5) consecutive Stock is then traded on a national securities exchange or the Nasdaq Stock Market, the average over the preceding ten trading days immediately preceding (or such fewer number of days as the date Stock has been so traded) of the date closing sale prices on the completed, executed Notice of Exercise and Subscription Form principal national securities exchange or the Nasdaq market on which it is receivedso traded.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: Xxxx Rose Petroleum Corporation X = Y (A-B) ------- A Where X = the The number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option this Warrant or, if only a portion of the Option this Warrant is being exercised, the portion of the Option this Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Common Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Common Stock will at the time of such exercise, the fair market value of one share of Common Stock shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (Nasdaq Capital Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), as reported by Bloomberg L.P. for the five (5) consecutive trading days immediately preceding prior to the date of the date Company’s receipt of this Warrant and delivery of the completed, executed properly endorsed Notice of Exercise and Subscription Form is receivednotice of Holder’s election to exercise without cash.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise the Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the average of equal to the closing prices of sales price for the Company's shares of Common Stock as quoted on the OTC Bulletin Board (NASDAQ or any successor thereto or the "OTCBB") (or primary exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares of Common Stock is then quoted, or, if the Company trade or are quoted if, at the time of the election, they are Common Stock is not trading or being then quoted on any automated quotation system or exchange, the OTCBB), for price determined by the five (5) consecutive trading days immediately preceding the date Company's Board of the date the completed, executed Notice of Exercise and Subscription Form is receivedDirectors in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Purchase Price for one share of Common Stock (at the date of calculation calculation, as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionWarrant Certificate, substantially in the form as attached hereto, in which event the Company will shall issue to the Optionee a Holder that number of shares of Common Stock computed using the following formula: X WS = Y WCS (AFMV-BPP) ------- A Where X = ----------- FMV WHERE: WS equals the number of shares of Common Stock Warrant Shares to be issued to the Optionee Y = Holder; WCS equals the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation); FMV equals the Fair Market Value (as defined below) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise ); and PP equals the per share Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculationWarrant. As used in this Section, fair market value the term "Fair Market Value" of one share each Share as of any date shall be determined as follows: (A) if the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted parties hereto can agree on the OTC Bulletin Board Fair Market Value, such agreed upon value shall constitute the Fair Market Value; (B) if the "OTCBB") (or on parties cannot reach an agreement as to the Fair Market Value within five business days from the start of negotiations, then such other United States stock exchange or public trading market or quotation medium on or by which parties shall jointly appoint an appraiser to determine the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedFair Market Value.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Class A Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cashthis Warrant as set forth in paragraph (b), the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option at the principal office of the Company this Warrant, together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, at the principal office of the Company, in which event the Company will shall issue to the Optionee Holder a number of shares of Class A Common Stock computed using the following formula: X = Y (A-B) ------- A B)/A Where X = the number of shares of Class A Common Stock to be issued to the Optionee Holder Y = the number of shares of Class A Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised A = the fair market value of one share of the Company's Class A Common Stock (at as of the date of such calculationexercise determined in accordance with paragraph (b) above) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Class A Common Stock will shall be the average of (i) the closing price quoted on the New York Stock Exchange, Inc., or on any other exchange (including NASDAQ National Market) on which the Class A Common Stock is listed, as published in The Wall Street Journal or (ii) the average of the bid and asked prices therefor at the close of trading as quoted by NASDAQ (including the OTC Bulletin Board), or (iii) the average of the bid and asked prices therefor at the close of trading as quoted by the National Quotation Bureau in the National Daily Quotation Sheets, in each case for the thirty (30) trading days prior to the date of determination of fair market value. In the event the Class A Common Stock is not listed for trading on any national securities exchange (including NASDAQ National Market), and the bid and asked prices therefor are not quoted by NASDAQ (including the OTC Bulletin Board), or by the National Quotation Bureau in the National Daily Quotation Sheets, then the fair market value of one share of Class A Common Stock shall be the value determined in good faith by the board of directors of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value (as determined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Warrant Price (at the date of the calculation as set forth below)) for that share, in lieu of exercising the Option this Warrant for cash, the Optionee registered holder of this Warrant may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election. In such event, in which event the Company will shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = registered holder the number of shares of Common Stock to be issued Stock, calculated to the Optionee Y = nearest full share, obtained by (X) multiplying the (i) number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = by (ii) the difference between the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise and the per share Warrant Price (as adjusted to the date of such calculation), and (Y) For purposes of dividing the above calculation, product thereof by the fair market value of one share of the Common Stock. For purposes of this paragraph 4, the "fair market value" of one share of Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that if a public market for the Company's Common Stock will exists at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (NASDAQ National Market System or any national securities exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), as published in The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of the date the completed, executed Notice determination of Exercise and Subscription Form is receivedfair market value.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising the Option for cashthis Warrant in --------- ------------------ accordance with Section 2, the Optionee Holder may elect to receive shares equal to the value of this Warrant (as determined below) of to the Option (or the portion thereof being canceledextent exercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of the Company's Series C Common Stock computed using equal to the following formula: X = Y quotient obtained by dividing (A-Ba) ------- A Where X = the value of the aggregate number of shares of Series C Common Stock for which this Warrant is then exercised (determined by subtracting the aggregate Warrant Price for such shares immediately prior to surrender from the aggregate Fair Market Value (as hereinafter defined) of such shares), by (b) the Fair Market Value of one share of Series C Common Stock immediately prior to surrender. For purposes of this Section, the "Fair Market Value" of the Company's Series C Common Stock shall mean (i) if the Company has consummated a registered public offering of its common stock, the average of the closing sale prices of each share of common stock into which the Company's Series C Common Stock was converted for the ten (10) business days preceding the date upon which Fair Market Value is to be issued to determined, or (ii) if the Optionee Y = the number Company has not consummated a registered public offering of shares of Common Stock purchasable under the Option orits common stock, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one each share of Series C Common Stock, as determined in good faith by the Company's Common Stock (at Board of Directors. In the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes event of the above calculationsurrender of this Warrant, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which described above, certificates for the shares of stock issuable thereon shall be delivered to the Company trade or are quoted ifHolder as soon as possible and in any event within three days of receipt of notice of surrender. If the Warrant is not exercised in full pursuant to such surrender, at a replacement warrant for the time portion of the election, they are Warrant not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedso exercised shall be issued in accordance with Section 3.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash or cancellation of indebtedness, the Optionee Holder may elect to receive shares equal by the surrender of this Warrant, or a portion of this Warrant, to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option Company at the principal office of the Company together Company, with the properly endorsed Notice net issue exercise notice annexed hereto duly executed, to receive, without the payment by the Holder of Exercise and Subscription Form and notice of any additional consideration, such election, in which event the Company will issue to the Optionee a number of shares of Common Stock fully paid and nonassessable Warrant Shares as is computed using the following formula: X = Y (AY(A-B) ------- A Where where: X = the number of shares of Common Stock Warrant Shares to be issued to the Optionee Holder pursuant to this Section 4. Y = the number of shares of Common Stock purchasable under the Option covered by this Warrant or, if only a portion of the Option Warrant is being exercised, the portion number of shares of Stock for which the Option Warrant is then being canceled exercised pursuant to the net issue exercise election made pursuant to this Section 4 (at the date of such calculation) ). A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) ). B = Per Share the Exercise Price (as adjusted in effect under this Warrant at the time the net issue exercise election is made pursuant to this Section 4. For the date of such calculation) For purposes of this Section 4, the above calculation, fair market value of one share of Stock as of a particular date (the "Determination Date") shall be determined by the Company's Board of Directors in good faith; provided, however, that (i) if, as of the Determination Date, there has been a public market for the Stock will for at least 11 trading days, the fair market value per share shall be the average of the closing prices (or bid prices if there are no such closing prices) of the Company's shares of Common Stock as quoted in the over-the-counter market summary or the closing price quoted on the OTC Bulletin Board Nasdaq National Market or on the primary national securities exchange on which the Stock is then listed, whichever is applicable, as published in the New York City Edition of the Wall Street Journal (or, if not so reported, as otherwise reported by the Nasdaq National Market) for the 10 trading days prior to the Determination Date; and (ii) if the Determination Date is the date on which the Stock is first sold by the Company in a firm commitment public offering under the Securities Act of 1933, as amended (the "OTCBBAct") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), or if there has been a public market for the five Stock for fewer than 11 trading days, the fair market value shall be the initial public offering price (5) consecutive trading days immediately preceding the date of the date the completedbefore deducting commissions, executed Notice of Exercise and Subscription Form is receiveddiscounts or expenses).

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the a properly endorsed Notice notice of Exercise and Subscription Form exercise and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Class B Common Stock computed using the following formula: X = Y (AY(A-B) ------- ------ X = A Where X = the number of shares of Class B Common Stock to be issued to the Optionee Holder, Y = the number of shares of Class B Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) ), A = the fair market value of one share of the Company's Class A Common Stock (at the date of such calculation) ), and B = Per Share the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Class A Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Company's Class A Common Stock will at the time of such exercise, fair market value shall mean the average over the preceding twenty (20) trading days (or such fewer number of days as such public market has existed) of the mean of the high closing bid and asked prices on the over-the-counter market as reported by Nasdaq, or if then traded on a national securities exchange or the Nasdaq National Market, the average over the preceding twenty (20) trading days (or such fewer number of days as the Class A Common Stock has been so traded) of the mean of the high and low prices on the principal national securities exchange or the National Market on which it is so traded. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the average of per share offering price to the closing prices public of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or initial public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedoffering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- ---- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be (i) the average of the closing selling prices of the Common Stock on the stock exchange determined by the Company's shares board of directors to be the primary market for the Common Stock as quoted over the ten (10) trading day period (or such shorter period immediately following the closing of an initial public offering) ending on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of prior to the date the completedHolder exercises its rights under this Section 1.2, executed Notice as such prices are officially quoted in the composite tape of Exercise and Subscription Form the transactions on such exchange, or if the foregoing does not apply, (ii) if the Common Stock is received.traded over-the-counter, the average of the closing bid prices (or, if such information is available, the closing selling prices) of the Common Stock over the ten (10) trading day period (or such shorter period immediately following the closing of an initial public offering) ending on the date prior to

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Shares is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash equal to the Option aggregate Purchase Price for cashthe shares for which this Warrant is exercised, the Optionee Holder may elect to receive shares Common Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion number of the Option Common Shares for which this Warrant is being canceled (at the date of such calculation) exercised A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one Common Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that (a) in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s Initial Public Offering (as defined below) of its common stock, the fair market value per share shall be the per share offering price to the public of the Company's Stock will ’s Initial Public Offering, and (b) in the event that this Warrant is exercised at any time after the Company’s common stock is otherwise listed on a national exchange, the fair market value per share shall be the volume-weighted average of the closing prices price of the Company's shares of Common Stock as quoted on ’s common stock over the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive two trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedexercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising the Option for cashthis Warrant in accordance with Section 2, the Optionee Holder may elect to receive shares equal to the value of this Warrant (as determined below) of to the Option (or the portion thereof being canceledextent exercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of the Company's Common Stock equal to the quotient obtained by dividing (a) the value of the aggregate number of shares of Common Stock computed using for which this warrant is then exercised (determined by subtracting the following formula: X = Y aggregate Warrant Price for such shares immediately prior to surrender from the aggregate Fair Market Value (A-Bas hereinafter defined) ------- A Where X = of such shares), by (b) the number Fair Market Value of shares one share of Common Stock immediately prior to be issued to the Optionee Y = the number surrender. For purposes of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercisedthis Section, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one share "Fair Market Value" of the Company's Common Stock shall mean (at i) if the date company has consummated a registered public offering of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculationits Common Stock, fair market value of one share of the Company's Stock will be the average of the closing sale prices of each share of Common Stock for the ten (10) business days preceding the date upon which Fair Market Value is to be determined, or (ii) if the Company has not consummated a registered public offering of its Common Stock, the fair market value of each share of Common Stock, as determined in good faith by the Company's shares Board of Common Stock Directors. In the event of the surrender of this Warrant, as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which described above, certificates for the shares of stock issuable thereon shall be delivered to the Company trade or are quoted ifHolder as soon as possible and in any event within three days of receipt of notice of surrender. If the Warrant is not exercised in full pursuant to such surrender, at a replacement warrant for the time portion of the election, they are Warrant not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedso exercised shall be issued in accordance with Section 3.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and with notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the Common Stock is traded on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the fair market value of one share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or, if not reported in The Wall Street Journal, then such other source as the Company's Board of Directors reasonably deems reliable. In the absence of such markets for Common Stock, the fair market value of one share of Common Stock will shall be the average of the closing prices of determined by the Company's shares Board of Common Stock as quoted on Directors and the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedHolder in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = A= the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "''OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) } consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock (1) Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) (such election being referred to herein as a “Net Issue Exercise Election”) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (AY(A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder. Y = the number of shares of Common Stock Shares purchasable under the Option this Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised. A = the “fair market value value” (as defined below) of one share of the Company's Common Stock (at the date of such calculation1) Share. B = Per Share the Exercise Price per Share (as adjusted to the date of such calculation) ). For purposes of this Section 1.4, the above calculation, fair market value per Share shall be the product of one share of the Company's Stock will be (i) the average of the closing bid and asked prices of the Company's shares Shares quoted in any applicable over the counter market summary or the last reported sale price of Common Stock as the Shares or the average closing price quoted on the OTC Bulletin Board (the "OTCBB") (or any exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Shares are listed, whichever is applicable, for thirty (30) trading days prior to the date of determination of fair market value and (ii) the Company trade or are quoted if, number of Shares into which each Share is convertible at the time of such exercise. If the election, they Shares are not trading traded over the counter or being quoted on an exchange, the fair market value shall be the price per Share which the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued shares, as such price shall be agreed in good faith by the Company and the Holder. If the Company and the Holder are unable to agree on the OTCBB), for the five (5) consecutive trading days immediately preceding the date “fair market value” of the date Shares within ten (10) days of receipt of the completed, executed Notice of Exercise required under Section 1.2(a) above, then the fair market value shall be determined by an independent valuation expert selected by the Company and Subscription Form reasonably acceptable to the Holder. Notwithstanding the foregoing, in the event the Warrant is receivedexercised in connection with the Company’s initial public offering of Shares, the fair market value per Share shall be the product of (i) the per Share offering price to the public of the Company’s initial public offering, and (ii) the number of Shares into which each Share is convertible at the time of exercise. In the event that the Holder makes a Net Issue Exercise Election pursuant to this Section 1.4 , the provisions of Section 1.2 regarding certain delivery obligations of the Holder, and Section 1.3 regarding certain delivery obligations of the Company, shall be fully applicable upon such election.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Exercise Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash as set forth in Section 3(a) above, the Optionee Holder may elect to receive shares of Exercise Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Exercise Stock computed using the following formula: X = Y (* A-B) ------- B A Where X = the number of shares of Common Exercise Stock to be issued to the Optionee Holder Y = the number of shares of Common Exercise Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common ’s Exercise Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Exercise Stock shall be determined jointly by the Company's ’s Board of Directors and the Holder in good faith; provided, however, that when the fair market value of one share of Exercise Stock will is being determined in connection with a financing in which the Company is selling shares of its preferred stock that is convertible into Common Stock, the fair market value of one share of Exercise Stock shall be the quotient obtained by dividing the aggregate purchase price for all of the newly issued preferred stock sold in such financing by the total number of shares of Common Stock that such preferred stock is convertible into as of the date of the consummation of such financing, and when the Exercise Stock is the same class of stock being sold in such financing, the fair market value of one share of Exercise Stock shall be the purchase price of one share of the stock being sold in such financing; provided, further, that where there exists a public market for the Company’s Common Stock at the time of such exercise, the fair market value per share shall be (A) the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter Market Summary, (B) the last reported sale price of the Common Stock or (C) the closing price quoted on the OTC Bulletin Board (the "OTCBB") (Nasdaq Stock Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Eastern Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of determination of fair market value. Notwithstanding the date foregoing, in the completedevent the Warrant is exercised in connection with the Company’s initial public offering of Common Stock (an “IPO”), executed Notice the fair market value per share shall be the per share offering price to the public of Exercise and Subscription Form is receivedthe Company’s initial public offering.

Net Issue Exercise. Notwithstanding any provisions herein anything otherwise to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising payment by the Option Holder of cash for cashthe shares of Common Stock to be purchased upon an exercise of this Warrant, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionelection to the Company and satisfaction only of the conditions set forth in Sections 1.1(a) and 1.1(b) hereof, in which event the Company will issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- --------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the average of the bid and ask (or, if not available, the closing prices price) of the Company's Common Stock on the Nasdaq National Market or such other domestic market or exchange on which the shares of Common Stock as quoted are traded on the OTC Bulletin Board (day prior to the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which exercise of this Warrant, as reported in the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedWall Street Journal.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Shares is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Common Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one Common Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that (a) in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's Stock will be ’s initial public offering, and (ii) the average of the closing prices of the Company's shares number of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by Shares into which the shares of the Company trade or are quoted if, each Warrant Share is convertible at the time of such exercise; and (b) in the electionevent that this Warrant is exercised after the Company’s initial public offering of its Common Shares, they are not trading or being quoted on the OTCBB), for fair market value per share shall be the average closing price of the Company’s Common Shares over the five (5) consecutive trading days immediately preceding the date time of the date the completed, executed Notice of Exercise and Subscription Form is receivedexercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's ’s Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect a “Net Issue Exercise” pursuant to which it will receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculationexercise) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculationexercise) B = Per Share Exercise Price (as adjusted to the date of such calculation) exercise). For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by the Company's Stock will ’s Board of Directors in good faith; provided, however, that where there is a public market for the Company’s Common Stock, the fair market value per share shall be the average of the closing prices of the Company's shares of ’s Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") Nasdaq National Market (or similar system) or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), for over the five (5) consecutive trading days day period ending on the trading day immediately preceding the date of day the date the completed, executed Notice of Exercise and Subscription Form Warrant is receivedbeing exercised.

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) below of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event even the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (AY(A-B) ------- ------ A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (NASDAQ National Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of the date the completed, executed Notice determination of Exercise and Subscription Form is receivedfair market value.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable purchas- able under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board New York Stock Exchange (the "OTCBBNYSE") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBBNYSE), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if so long as and to the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below)extent that this Option may be exercised, in lieu of exercising the Option for cash, cash the Optionee may elect to receive shares of Stock equal to the value (as determined below) of the this Option (or the portion thereof being canceled) exercised). The Optionee may make the election described in this Section 4.4 by surrender of the surrendering this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and Agreement, delivering a notice of election under this provision and providing such electionother documents as are referenced in Section 4.2, following the procedures set forth in which such section. In such event the Company will shall issue to the Optionee (a) within thirty (30) days an amended or amended and restated Option Agreement substantially in the form hereof representing the number of Option Shares with respect to which this Option shall not then have been exercised and (b) a number of shares of Common Stock computed using the following formula: X = Y (A-B) = X = ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = =the number of shares of Common Stock purchasable vested under the Option or, if only a portion of the Option is being exercised, the portion of the vested Option being canceled exercised (at the date of such calculation) ), A = =the fair market value of one share of the Company's Common Stock (at the date of such calculation) ), and B = Per Share =the Exercise Price (as adjusted to the date of such calculation) Price. For purposes of the above calculation, fair market value of one share of Stock shall be determined by the Board in good faith; provided, however, that where there exists a public market for the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of such exercise, fair market value shall mean the election, they are not average over the preceding ten trading days (or being quoted such fewer number of days as such public market has existed) of the mean of the closing bid and asked prices on the OTCBB)over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") system, for or if the five (5) consecutive Stock is then traded on a national securities exchange or the Nasdaq Stock Market, the average over the preceding ten trading days immediately preceding (or such fewer number of days as the date Stock has been so traded) of the date closing sale prices on the completed, executed Notice of Exercise and Subscription Form principal national securities exchange or the Nasdaq market on which it is receivedso traded.

Net Issue Exercise. Notwithstanding any provisions herein to In lieu of making payment a monetary payment as provided in Section 1.2 hereof upon exercise, the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below)Holder may elect, in lieu of exercising the Option for cashits sole discretion, the Optionee may elect to receive shares of Common Stock equal to the value (as determined below) of the Option (or the portion thereof Warrants then being canceled) exercised by surrender of this Warrant Agreement to the Option at the principal office of the Company Company, together with the properly endorsed Notice of Exercise and Subscription Form and notice of such the net issue election. Thereupon, in which event the Company will shall issue to the Optionee a Holder the number of shares of Common Stock Shares computed using the following formula: X = Y (AY(A-B) ------- A Where B)/A Where: X = the number of shares of Common Stock Shares to be issued to the Optionee Holder pursuant to this Section 1.3. Y = the number of shares Shares in respect of Common Stock purchasable under which the Option or, if only a portion of the Option net issue exercise is being exercised, the portion of the Option being canceled (at the date of such calculation) made. A = the current fair market value of one share of Common Stock. B = the Company's Common Stock (Exercise Price at the date time the net issue exercise is being made. For the purpose of such calculation) B = Per Share Exercise Price (as adjusted to this Section, the date of such calculation) For purposes of the above calculation, fair market value of one the Shares shall mean with respect to each share of Common Stock: If the Company's Stock will be Shares are listed on any national securities exchange or quoted on the Nasdaq National Market, Nasdaq Small Cap Market or the OTC Bulletin Board, the average of the closing prices of the Shares, sold on the primary securities exchange or market on which the Shares are at the time listed or traded, for the ten (10) trading days immediately prior to the day the Notice of Exercise is received by the Company's shares of Common Stock as ; or If the Shares are not quoted on any national securities exchange or quoted on the Nasdaq National Market, Nasdaq Small Cap Market or the OTC Bulletin Board (Board, the "OTCBB") (or average of the mean between the highest bid and lowest asked price on such other United States stock exchange a day in the domestic over-the-counter market as reported by the National Quotation Bureau or any similar successor organization, for the thirty (30) calendar days immediately prior to the day the Notice of Exercise is received by the Company; If there is no public trading market or quotation medium on or for the Shares, the price determined by which the shares Board of Directors of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedacting in good faith.

Net Issue Exercise. Notwithstanding any provisions herein anything otherwise to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising payment by the Option Holder of cash for cashthe shares of Common Stock to be purchased upon an exercise of this Warrant, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionelection to the Company and satisfaction only of the conditions set forth in Sections 1.1(a) and 1.1(b) hereof, in which event the Company will issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the average of the bid and ask (or, if not available, the closing prices price) of the Company's Common Stock on the Nasdaq National Market or such other domestic market or exchange on which the shares of Common Stock as quoted are traded on the OTC Bulletin Board (day prior to the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which exercise of this Warrant, as reported in the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedWall Street Journal.

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly a property endorsed Notice notice of Exercise and Subscription Form exercise and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Class A Common Stock computed using the following formula: X = Y (AY(A-B) ------- ------ X = A Where X = the number of shares of Class A Common Stock to be issued to the Optionee Holder, Y = the number of shares of Class A Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) ), A = the fair market value of one share of the Company's Class A Common Stock (at the date of such calculation) ), and B = Per Share the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Class A Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however. that where there exists a public market for the Company's Class A Common Stock will at the time of such exercise, fair market value shall mean the average over the preceding twenty (20) trading days (or such fewer number of days as such public market has existed) of the mean of the high closing bid and asked prices on the over-the-counter market as reported by Nasdaq, or if then traded on a national securities exchange or the Nasdaq National Market, the average over the preceding twenty (20) trading days (or such fewer number of days as the Class A Common Stock has been so traded) of the mean of the high and low prices on the principal national securities exchange or the National Market on which it is so traded. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the average of per share offering price to the closing prices public of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or initial public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedoffering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising the Option for cashthis Warrant, the Optionee Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-A- B) ------- A Where X = the The number of shares of Common Stock to be issued to the Optionee Holder Y = the The number of shares of Common Stock then purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) this Warrant A = the The fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share The Exercise Price (as adjusted to the date of such calculation) calculations For purposes of this provision, the above calculation, fair market value of one share the shares of Common Stock of the Company's Stock will be Company shall mean the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted on in the OTC Bulletin Board (Over-The-Counter Market Summary or the "OTCBB") (or on such other United States stock closing price quoted in any exchange or public trading market or quotation medium system on or by which the shares of are listed, whichever is applicable, as published in the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), Wall Street Journal for the five ten (510) consecutive trading days immediately preceding prior to the date of determination of fair market value. If the date shares are not traded Over-The-Counter or on an exchange or quotation system, the completedfair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, executed Notice of Exercise as such price shall be agreed by the Company and Subscription Form is receivedthe Holder.

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the a properly endorsed Notice notice of Exercise and Subscription Form exercise and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Class B Common Stock computed using the following formula: Y (A - B) X = Y (A-B) ------- --------- A Where X = the number of shares of Class B Common Stock to be issued to the Optionee Holder, Y = the number of shares of Class B Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercisedexercised , the portion of the Option Warrant being canceled (at the date of such calculation) ), A = the fair market value of one share of the Company's Class A Common Stock (at the date of such calculation) ), and B = Per Share the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Class A Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Company's Class A Common Stock will at the time of such exercise, fair market value shall mean the average over the preceding twenty (20) trading days (or such fewer number of days as such public market has existed) of the mean of the high closing bid and asked prices on the over-the-counter market as reported by Nasdaq, or if then traded on a national securities exchange or the Nasdaq National Market, the average over the preceding twenty (20) trading days (or such fewer number of days as the Class A Common Stock has been so traded) of the mean of the high and low prices on the principal national securities exchange or the National Market on which it is so traded. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the average of per share offering price to the closing prices public of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or initial public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedoffering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Purchase Price (at the date of the calculation as set forth below)) for that share, in lieu of exercising the Option this Warrant for cash, the Optionee Registered Holder of this Warrant may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election. In such event, in which event the Company will shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = Registered Holder the number of shares of Common Stock to be issued Stock, calculated to the Optionee Y = nearest full share, obtained by (X) multiplying (i) the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = by (ii) the fair market value difference between the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise and the per share Purchase Price (as adjusted to the date of such calculation), and (Y) For purposes of dividing the above calculation, fair market value product thereof by the Fair Market Value of one share of the Company's Stock will be Common Stock. For purposes of this Warrant, the average “Fair Market Value” of the closing prices of the Company's shares one share of Common Stock as shall be (i) if the Common Stock is then traded on the NASDAQ National Market System or any national securities exchange, the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (NASDAQ National Market System or any national securities exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in The Wall Street Journal the trading day prior to the date of exercise, or (ii) if a public market for the Company trade or are quoted if, Common Stock does not exist at the time of exercise, the election, they are not trading or being quoted fair market value of a share of Common Stock on the OTCBB), for the five (5) consecutive trading days date immediately preceding the date of exercise as determined in good faith by the date Company’s Board of Directors, or (iii) if the completedWarrant is exercised in connection with a Public Offering, executed Notice the initial public offering price of Exercise and Subscription Form is receivedthe Common Stock.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Share is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Common Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one Common Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that if (a) this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's Stock will ’s initial public offering; and (b) this Warrant is exercised after the Company’s initial public offering of its Common Shares, the fair market value per share shall be the average of the closing prices price of the Company's shares of ’s Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for Shares over the five (5) consecutive trading days immediately preceding the date time of the date the completed, executed Notice of Exercise and Subscription Form is receivedexercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below)Price, in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise electing the net issue exercise. Upon receipt of this Warrant and Subscription Form and notice the Notice of such electionExercise, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formulaShares as determined below: X = Y (A-B) ------- A Where Where: X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share Share shall be determined in good faith by the Board of Directors of the Company's Stock will ; provided, however, that where there exists a public market for the Shares at the time of such exercise, the fair market value per Share at any date shall be the average of the closing last reported sale prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive ten trading days immediately preceding the date surrender of the date Warrant and delivery of the completed, executed Notice of Exercise and Subscription Form Exercise, as quoted on the NYSE Amex, the Nasdaq Stock Market, the OTC Bulletin Board or on any exchange or market on which the Common Stock is receivedlisted, whichever is applicable.

Net Issue Exercise. Notwithstanding any provisions herein In lieu of exercising the Warrant for cash, the Holder may elect to exchange the contrary, if the fair market value Warrant for a number of one share shares of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the having an aggregate value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at on the date of such calculationexchange equal to the differential value between the (i. the "aggregate fair market value" of the Warrant Shares to be exchanged under this election; and (i.i. the total exercise amount the Holder would have paid to the company to purchase the Warrant Shares if the Warrant was exercised. Under this election, the Holder may exchange the Warrant, in whole or in part, at any time or from time to time on or prior to the Warrant's expiration date with the same aforementioned net issue provisions applying. The "aggregate fair market value" as referenced in item "i." above, shall mean the average value of a "Share" on the ten (10) A = trading days immediately preceding the date notice of exercise is given, as is determined as follows: (a. if the shares are not listed on any national securities exchange or on a governmentally-regulated electronic quotation system, then the last sales price (or if none on any such dates, on the most recent ten trading days on which there was a last sales price) as reported by any maker, if any, of a market in the Shares or other similar source or service selected by the Company to facilitate a competitive market for their stock and trading in such market; (b. if the Shares trade on such a date on one or more national securities exchanges or quotations systems or quotation publications, the last reported sale price of a Share on such dates as recorded on the composite tape system or, if such system does not cover the Shares, the last reported sale price of a share on such date on the principal national securities exchange on which the Shares are listed or, if no sale of Shares took place on any such dates, then the last reported sale price of a Share on the most recent ten days on which a sale of a Share took place as recorded by such exchange, quotation system, or quotation publication, as the case may be; or (c. if the average sales prices of the Shares cannot be determined in accordance with (a) or (b) above, then the fair market value of one a Share mutually agreed by the Holder and the Company. A "Share" or "the Shares" as referenced in Section 1.2 above, is defined as a share or shares of the Company's Common Stock that trade publicly on a national securities exchange and are quoted on a governmentally-regulated electronic quotation system, such as the National Association of Securities Dealers Automated Quotation System (at Nasdaq), where bid and offer, open and close quotes are exhibited to the public during operating hours of the subject exchange. As of the date of such calculation) B = Per Share Exercise Price (as adjusted to this Warrant, the date of such calculation) For purposes of the above calculation, fair market value of one share "Shares" of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as are quoted and trade on the OTC Bulletin Board (Nasdaq National Market System under the symbol "OTCBBAMLJ.") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value (as defined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at on the date of calculation as set forth belowexercise of this Warrant), in lieu of exercising the Option this Warrant in exchange for cash, the Optionee holder may elect to receive exercise all or a portion of this Warrant by canceling all or a portion of this Warrant and receiving in exchange therefor shares equal to the value of Common Stock (as determined below) equal to the value of the Option (this Warrant, or the portion thereof being canceled) , by surrender of the Option this Warrant at the principal office of the Company (or the office of the Warrant Agent contemplated by Section 6(b), if applicable) together with the properly endorsed Notice a duly executed form of Exercise and Subscription Form and notice of such electionsubscription, in which event the Company will shall issue to the Optionee holder a number of shares of Common Stock computed using the following formula: X = Y (AX=Y(A-B) ------- ------ A Where X = the number of shares of Common Stock to be issued to the Optionee holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, under the portion of the Option Warrant being canceled exercised (at on the date of such calculationexercise) A = the fair market value of one share of the Company's Common Stock (at on the date of such calculationexercise) B = Per Share the Exercise Price (as adjusted to the date of such calculationexercise) For purposes of the above calculation, "fair market value value" of one share of Common Stock shall be determined by the Company's Stock will be Board of Directors in good faith; provided, however, where a public market exists for the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of such exercise, the election"fair market value", they are not trading or being quoted on per share shall be equal to the OTCBB), average for the five (5) consecutive trading days immediately preceding prior to the date of such exercise of the date average of the completedclosing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock quoted on the Nasdaq National Market System or the principal exchange on which the Common Stock is then listed, executed Notice of Exercise and Subscription Form whichever is receivedapplicable, as published in The Wall Street Journal.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- ----- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the Company's Common Stock is then traded on a securities exchange or through the Nasdaq National Market, the fair market value of one share of the Company's Common Stock will shall be deemed to be the average of the closing sales prices of the Company's shares for one share of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five ten (510) consecutive trading days immediately preceding the date of exercise, and otherwise the date fair market value of one share of Common Stock shall be determined by the completed, executed Notice Company's Board of Exercise and Subscription Form is receivedDirectors in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- ------ A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board New York Stock Exchange (the "OTCBBNYSE") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBBNYSE), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding At any provisions time and from time to time (A) that there is a public market for the Common Stock or Warrant Shares following an initial public offering of such securities, (B) during the fifteen (15) day period following the date upon which the Company notifies the Holders of a Third Party Cash Transaction (or, in the case of a Third Party Cash Transaction of which the Company’s senior management does not have actual knowledge, within fifteen (15) days after the Holders become aware (but in any event not more than ninety (90) days after the occurrence of) such transaction), or (C) during the forty-five (45) day period prior to the Expiration Time (subject to extension as set forth herein with respect to an exercise by a Holder that has provided to the Company a Notice of Exercise within such forty-five (45) day period), the Holder may, in lieu of payment of the Exercise Price pursuant to Section 2.3, elect to exchange a Warrant for Warrant Shares pursuant to this Section 2.4. If the Holder so elects to exchange a Warrant, the Holder shall tender to the Company the Warrant Certificate or Warrant Certificates representing the Warrant to be so exchanged along with the applicable Notice of Exercise electing the “net issue exercise” option, and, subject to the last paragraph of Section 2.3, the Company shall issue to the Holder Warrant Shares the number of which shall be determined by multiplying (a) the number of Warrant Shares issuable based on the amount of Warrants specified in the applicable Notice of Exercise as being exchanged by (b) a fraction: (i) the numerator of which shall be the excess of the Fair Value (determined on the date the Notice of Exercise is given; provided, that, for the purposes of clauses (A) and (B) of the first sentence of this Section 2.4, and notwithstanding anything herein to the contrary, if Fair Value shall conclusively be deemed to be equal to the fair market value Current Market Price of one the Common Stock or the price of the Common Stock in the Third Party Cash Transaction, respectively) per share of the Company's Common Stock is greater than over the Per Share Exercise Price (at the date of calculation determined as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise is given) and Subscription Form (ii) the denominator of which shall be the Fair Value (determined as of the date the Notice of Exercise is receivedgiven) per share of Common Stock. If a Warrant is exercised with respect to less than all of the Warrant Shares issuable upon exercise of the Warrant evidenced by a Warrant Certificate, subject to the last paragraph of Section 2.3, the Company shall issue and deliver to the Holder or the transferee so designated in the Notice of Exercise, a new Warrant Certificate evidencing the right of the Holder or such transferee to purchase at the Exercise Price then in effect the aggregate number of Warrant Shares for which the Warrant evidenced by the original Warrant Certificate shall not have been exchanged and the original Warrant Certificate shall be cancelled.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option this Warrant or, if only a portion of the Option this Warrant is being exercised, the portion of the Option this Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will be the average of the closing bid prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board New York Stock Exchange (the "OTCBBNYSE") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBBNYSE), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received, or (ii) in the absence of an established market or public marketability for the Stock due to trading restrictions, the fair market value shall be determined in good faith by the Administrator and such determination shall be conclusive and binding on all persons.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect a "Net Issue Exercise" pursuant to which it will receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculationexercise) A = the fair market value of one share of the Company's Common Stock (at the date of such calculationexercise) B = Per Share Exercise Price (as adjusted to the date of such calculation) exercise). For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by the Company's Stock will Board of Directors in good faith; provided, however, that where there is a public market for the Company's Common Stock, the fair market value per share shall be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") Nasdaq National Market (or similar system) or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), for over the five (5) consecutive trading days day period ending on the trading day immediately preceding the date of day the date the completed, executed Notice of Exercise and Subscription Form Warrant is receivedbeing exercised.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Purchase Price (at the date of the calculation as set forth below)) for that share, in lieu of exercising the Option this Warrant for cash, the Optionee Registered Holder of this Warrant may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election. In such event, in which event the Company will shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = Registered Holder the number of shares of Common Stock to be issued Stock, calculated to the Optionee Y = nearest full share, obtained by (X) multiplying (i) the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = by (ii) the fair market value difference between the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise and the per share Purchase Price (as adjusted to the date of such calculation), and (Y) For purposes of dividing the above calculation, fair market value product thereof by the Fair Market Value of one share of the Company's Stock will be Common Stock. For purposes of this Warrant, the average “Fair Market Value” of the closing prices of the Company's shares one share of Common Stock as shall be (i) if the Common Stock is then traded on any national securities exchange, the closing price quoted on the OTC Bulletin Board (the "OTCBB") (or any national securities exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, as published in The Wall Street Journal the trading day prior to the date of exercise, or (ii) if a public market for the Company trade or are quoted if, Common Stock does not exist at the time of exercise, the election, they are not trading or being quoted fair market value of a share of Common Stock on the OTCBB), for the five (5) consecutive trading days date immediately preceding the date of exercise as determined in good faith by the Company’s Board of Directors, or (iii) if the Warrant is exercised in connection with a Public Offering, the initial public offering price of the Common Stock. If the Registered Holder informs the Company in writing that it disagrees with the fair market value of a share of Common Stock as determined by the Board of Directors in accordance with subsection (ii) of the preceding sentence within five business days of the date of such determination, the completedCompany and the Registered Holder shall select a mutually acceptable regional or national investment bank to determine the fair market value of a share of Common Stock on the date immediately preceding the date of exercise and such determination shall be conclusive. If the fair market value determined by the investment bank is less than or equal to the fair market value determined by the Board of Directors, executed Notice the cost of Exercise the valuation shall be paid by the Registered Holder and Subscription Form if the fair market value determined by the investment bank is receivedgreater than the fair market value determined by the Board of Directors, the cost of the valuation shall be paid by the Company.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash or cancellation of indebtedness, the Optionee Holder may elect to receive shares equal by the surrender of this Warrant, or a portion of this Warrant, to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option Company at the principal office of the Company together Company, with the properly endorsed Notice net issue exercise notice annexed hereto duly executed, to receive, without the payment by the Holder of Exercise and Subscription Form and notice of any additional consideration, such election, in which event the Company will issue to the Optionee a number of shares of Common Stock fully paid and nonassessable Warrant Shares as is computed using the following formula: X = Y (AY(A-B) ------- ------ A Where where: X = the number of shares of Common Stock Warrant Shares to be issued to the Optionee Holder pursuant to this Section 4. Y = the number of shares of Common Stock purchasable under the Option covered by this Warrant or, if only a portion of the Option Warrant is being exercised, the portion number of shares of Stock for which the Option Warrant is then being canceled exercised pursuant to the net issue exercise election made pursuant to this Section 4 (at the date of such calculation) ). A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) ). B = Per Share the Exercise Price (as adjusted in effect under this Warrant at the time the net issue exercise election is made pursuant to this Section 4. For the date of such calculation) For purposes of this Section 4, the above calculation, fair market value of one share of Stock as of a particular date (the "Determination Date") shall be determined by the Company's Board of Directors in good faith; provided, however, that (i) if, as of the Determination Date, there has been a public market for the Stock will for at least 11 trading days, the fair market value per share shall be the average of the closing prices (or bid prices if there are no such closing prices) of the Company's shares of Common Stock as quoted in the over-the-counter market summary or the closing price quoted on the OTC Bulletin Board Nasdaq National Market or on the primary national securities exchange on which the Stock is then listed, whichever is applicable, as published in the New York City Edition of the Wall Street Journal (or, if not so reported, as otherwise reported by the Nasdaq National Market) for the 10 trading days prior to the Determination Date; and (ii) if the Determination Date is the date on which the Stock is first sold by the Company in a firm commitment public offering under the Securities Act of 1933, as amended (the "OTCBBAct") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), or if there has been a public market for the five Stock for fewer than 11 trading days, the fair market value shall be the initial public offering price (5) consecutive trading days immediately preceding the date of the date the completedbefore deducting commissions, executed Notice of Exercise and Subscription Form is receiveddiscounts or expenses).

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- -------- A Where X = the number of shares of Common Stock to be issued to the Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Buletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.the

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash or cancellation of indebtedness, the Optionee Holder may elect to receive shares equal by the surrender of this Warrant, or a portion of this Warrant, to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option Company at the principal office of the Company together Company, with the properly endorsed Notice net issue exercise notice annexed hereto duly executed, to receive, without the payment by the Holder of Exercise and Subscription Form and notice of any additional consideration, such election, in which event the Company will issue to the Optionee a number of shares of Common Stock fully paid and nonassessable Warrant Shares as is computed using the following formula: X = Y (AY(A-B) ------- ------ A Where where: X = the number of shares of Common Stock Warrant Shares to be issued to the Optionee Holder pursuant to this Section 3. Y = the number of shares of Common Stock purchasable under the Option covered by this Warrant or, if only a portion of the Option Warrant is being exercised, the portion number of shares of Stock for which the Option Warrant is then being canceled exercised pursuant to the net issue exercise election made pursuant to this Section 3 (at the date of such calculation) ). A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) ). B = Per Share the Exercise Price (as adjusted in effect under this Warrant at the time the net issue exercise election is made pursuant to this Section 3. For the date of such calculation) For purposes of this Section 3, the above calculation, fair market value of one share of Stock as of a particular date (the "Determination Date") shall be determined by the Company's Board of Directors in good faith; provided, however, that (i) if, as of the Determination Date, there has been a public market for the Stock will for at least 11 trading days, the fair market value per share shall be the average of the closing prices (or bid prices if there are no such closing prices) of the Company's shares of Common Stock as quoted in the over-the-counter market summary or the closing price quoted on the OTC Bulletin Board Nasdaq National Market or on the primary national securities exchange on which the Stock is then listed, whichever is applicable, as published in the New York City Edition of the Wall Street Journal (or, if not so reported, as otherwise reported by the Nasdaq National Market) for the 10 trading days prior to the Determination Date; and (ii) if the Determination Date is the date on which the Stock is first sold by the Company in a firm commitment public offering under the Securities Act of 1933, as amended (the "OTCBBAct") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), or if there has been a public market for the five Stock for fewer than 11 trading days, the fair market value shall be the initial public offering price (5) consecutive trading days immediately preceding the date of the date the completedbefore deducting commissions, executed Notice of Exercise and Subscription Form is receiveddiscounts or expenses).

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the a properly endorsed Notice notice of Exercise and Subscription Form exercise and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Clm B Common Stock computed using the following formula: Y (A - B) X = Y (A-B) ------- --------- A Where X = the number of shares of Class B Common Stock to be issued to the Optionee Holder, Y = the number of shares of Class B Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) ), A = the fair market value of one share of the Company's Class A Common Stock (at the date of such calculation) ), and B = Per Share the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Class A Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Company's Class A Common Stock will at the time of such exercise, fair market value shall mean the average over the preceding twenty (20) trading days (or such fewer number of days as such public market has existed) of the mean of the high closing bid and asked prices on the over-the-counter market as reported by Nasdaq, or if then traded on a national securities exchange or the Nasdaq National Market, the average over the preceding twenty (20) trading days (or such fewer number of days as the Class A Common Stock has been so traded) of the mean of the high and low prices on the principal national securities exchange or the National Market on which it is so traded. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the average of per share offering price to the closing prices public of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or initial public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedoffering.