Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. (i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to ------------------ Section 1.1 (a)1(a) hereof, the Holder may elect to exercise such rights represented by this Warrant may be exercised at any time during the term hereof, in whole or in part, on a net-issue basis by the Warrantholder by the surrender of this Warrant electing to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying receive the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares are equal in value to the value of this Warrant (or the any portion thereof being canceledto be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by surrender delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares to be delivered to the Company together Holder in connection with notice such net-issue exercise, (B) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such election net-issue exercise, and (C) the number of Warrant Shares which remain subject to the Warrant after such net-issue exercise, if any (each as determined in which accordance with Section 1(b)(ii) hereof). (ii) In the event that the Holder shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 1(b), the Company shall issue to Warrantholder a the Holder the number of shares Warrant Shares determined in accordance with the following formula: Y = the number of Warrant Shares subject to this Warrant. A = the Company's Fair Market Value of one share of Common Stock computed Stock. B = the Exercise Price in effect as of the date of surrender of this Warrant to the Company using the following formula: X = Y(Asuch net-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price issue exercise (as adjusted pursuant to the date of such calculationSection 2 hereof).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a1.1(a), this Warrant may be exercised in whole or in part by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(AY x (A-B) ------ --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant, or any lesser number of shares as to which this Warrant is being 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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(AY x (A-B) ------ -------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a3(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder Holder under this Section 1.1(b3(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at as adjusted to 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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In Notwithstanding any provision 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 Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant pursuant to ------------------ Section 1.1 3(a) hereof, the Holder may elect to receive shares equal to the value (a), as determined below) of this Warrant may be exercised (or portion thereof being canceled) by the Warrantholder by the surrender of surrendering this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise Period. The Company agrees that such Such Warrant Shares shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant is surrendered in accordance with the provisions hereof, and the person entitled to receive the Warrant Shares issuable upon such exercise shall have been surrendered be treated for all purposes as aforesaidthe holder of record of such shares as of the close of business on such date. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event receive, and the Company shall issue to Warrantholder Holder, a number of shares of the Company's Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock Warrant Shares to be issued to Warrantholder Holder under this Section 1.1(b3(b); Y = the number of shares Warrant Shares in respect of Common Stock otherwise purchasable under which this Warrant (at the date of such calculation)election is made; A = the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock (at the date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculationthe issuance).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(AY x (A-B) ------ --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Warrant- holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(AY x (A-B) ------ X = --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a3(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder Holder under this Section 1.1(b3(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at as adjusted to 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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising the Warrants represented by this Warrant pursuant to ------------------ Section 1.1 (a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exerciseCertificate, the Warrantholder shall be entitled Holder may elect to receive shares Shares equal to the value of this Warrant the Warrants that are vested and exercisable (or the portion thereof being canceled) by surrender of this Warrant to Certificate at the principal office of the Company together with notice of such election (including specification of whether all or only a portion of the vested and exercisable Warrants are intended to be canceled), in which event the Company shall issue to Warrantholder the Holder a number of shares of the Company's Common Stock Shares computed as of the date of surrender of this Warrant to the Company using the following formulaformula with respect to Shares that are vested and exercisable: X = Y(AY (A-B) ------ A Where Where: X = the number of shares of Common Stock the Shares to be issued to Warrantholder under this Section 1.1(b); the Holder. Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such calculation); vested and exercisable Warrants that are to be canceled. A = the fair market value of one share of the Company's Common Stock (at Share on the date of such calculation); determination. B = the per share Exercise Price (as adjusted to the date of such calculation). Upon the cancellation of any Warrant pursuant to this Section 3(b), a B Share, if issued to the Holder (or prior Holder) of the Warrant being exercised and then outstanding, shall be repurchased or, in the Company’s discretion, redeemed by the Company and canceled at par value, in each case, in accordance with the Memorandum of Incorporation (and for greater certainty, if applicable, the number of B Shares to be so repurchased or redeemed by the Company in connection with any net issue exercise contemplated by this Section 3(b) shall be equal to “Y” above), and the par value for any such canceled B Shares shall be paid by the Company to the Holder.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ ------------------ Section 1.1 (a2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Preferred Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Preferred Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Preferred Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under this Warrant (at as adjusted to the date of such calculation); A = the fair market value of one share of the Company's Common Preferred Stock (Series B or Series A Preferred) at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Preferred Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Preferred Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Preferred Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under covered by this Warrant (at as adjusted to the date of such calculation) in respect of which the net issue exercise election is made under this Section 2(b); ; A = the fair market value of one share of the Company's Common Preferred Stock (at the date of such calculation); ; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a)2.1, this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise Periodexercise period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceledcancelled) by surrender of this Warrant to the Company together with notice of such election election, in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company company using the following formula: X = Y(A-B) ------ A Where B)/A Where: X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b)2.2; Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such calculation)) or, if only a portion of this Warrant is being exercised, the number of Warrant Shares being exercised; A = the fair market value Current Market Price of one share of the Company's Common Stock (at the date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 subsection (a)) above, this Warrant the Warrantholder may be exercised from time to time elect to receive, without the payment by the Warrantholder by the surrender of this Warrant to the Companyany additional consideration, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number shares of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares Common Stock equal to the value of this Warrant (or the portion thereof being canceled, which number of shares being canceled pursuant to this subsection 3(b) may not exceed the number of shares that the Warrantholder would be entitled to exercise at such time pursuant to subsection (a) above) by surrender of this Warrant to at the principal office of the Company together with notice of such election election, in which event the Company shall issue to the Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-Y(A - B) ------ A Where Where: X = the The number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); the Warrantholder. Y = the The number of shares of Common Stock otherwise Shares purchasable under this Warrant (at the date time of such calculation); exercise. A = the The fair market value of one share of the Company's Common Stock (Stock, at the date time of such calculation); exercise. B = the The Warrant Exercise Price (as adjusted to the date of such calculation). For purposes of this Section 3(b), the fair market value of one share of Common Stock as of a particular date shall be the closing bid price of one share of Common Stock on the date of exercise; provided, that if the Warrant is being exercised upon the closing of a public offering, the value shall be the initial “price to the public” of one share of such Common Stock specified in the final prospectus with respect to such offering.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a1.1(a), if the fair market value of one share of Common Stock is greater than the exercise price, this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise a "Net Issue Exercise" and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ ----- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the 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 = the Exercise Price (as adjusted to the date of such calculation).. 155

Net Issue Exercise. In If at the time of exercise of this Warrant a registration statement covering the Warrant Shares that are the subject of the Subscription Notice (the "Unavailable Warrant Shares") is not available for the resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion, and in lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a)1.01 hereof, exercise this Warrant may be exercised by the Warrantholder by the surrender of surrendering this Warrant to the Company, with a duly executed Exercise Subscription Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise Period. The Company agrees that such Such Warrant Shares shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been is surrendered as aforesaidin accordance with the provisions hereof. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event receive, and the Company shall issue to Warrantholder Holder, a number of shares of the Company's Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock Warrant Shares to be issued to Warrantholder Holder under this Section 1.1(b)1.02; Y = the number of shares Warrant Shares in respect of Common Stock otherwise purchasable under which this Warrant (at the date of such calculation); election is made; A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculationthe issuance).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a3(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise PeriodTerm. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaidsurrendered. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election election, in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock Warrant Shares to be issued to Warrantholder Holder under this Section 1.1(b3(b); Y = the number of shares of Common Stock Warrant Shares otherwise purchasable under this Warrant (at as adjusted to the date of such calculation); ; A = the fair market value of one share of the Company's Common Stock (Warrant Shares at the date of such calculation); ; B = the Exercise Warrant Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------------------------ Section Section 1.1 2.1 (a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Preferred Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Warrantholder under this Section 1.1(b2.1(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under as to which this Warrant is being exercised (at the date of such calculation); A = the fair market value of one share of the Company's Common Preferred Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant payment of the Exercise Price pursuant to ------------------ Section 1.1 (a2(c), and exclusively in connection with a Corporate Liquidity Transaction, this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder Holder as the record holder Holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaidaforesaid (or the date of the Corporate Liquidity Transaction, as applicable). Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company (or the date of the Corporate Liquidity Transaction, as applicable) using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock Warrant Shares to be issued to Warrantholder Holder under this Section 1.1(b2(d); Y = the number of shares of Common Stock otherwise Warrant Shares purchasable under this Warrant (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 (Warrant Share at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a)1.2(a) hereof, this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(AY x (A-B) ------ --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b1.2(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such calculation), which number shall not be less than 100,000; A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation)Price.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Preferred Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Preferred Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Preferred Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under covered by this Warrant (at as adjusted to the date of such calculation) in respect of which the net issue exercise election is made under this Section 2(b); A = the fair market value of one share of the Company's Common Preferred Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ ------------------ Section 1.1 (a3(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Companycompany, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder shares of such Warrant Shares Preferred Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Preferred Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Warrantholder Holder under this Section 1.1(b3(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under this Warrant (at as adjusted to the date of such calculation); A = the fair market value of one share of the Company's Common Preferred Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such calculation); A = the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant ------------------ to ------------------ Section 1.1 (a2.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Preferred Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Warrantholder under this Section 1.1(b2.1(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under this Warrant (at the date of such calculation); A = the fair market value of one share of the Company's Common Preferred Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------Section ------------------ 1.1 Section 1.1 (a), ) this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ X= --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a)1.1, this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaidsurrendered. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ ------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b)1.2; Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such calculation); A = the fair market value Current Market Price of one share shares of the Company's Common Stock to be issued to the Warrantholder (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation)Current Warrant Price.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Series C Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Series C Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Series C Stock otherwise purchasable under this Warrant (at the date of such calculation); A = the fair market value of one share of the Company's Common Series C Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a2.2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly completed and executed Exercise Form Notice marked to reflect net issue exercise that the Holder is exercising this Warrant pursuant to this Section 2.2(b) and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours on any Business Day business day during the Exercise Period. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder the Holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation) or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at 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); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------------------------- Section 1.1 (a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(AY x (A-B) ------ --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a3(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise PeriodTerm. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaidsurrendered. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election election, in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock Warrant Shares to be issued to Warrantholder Holder under this Section 1.1(b3(b); Y = the number of shares of Common Stock Warrant Shares otherwise purchasable under this Warrant (at as adjusted to the date of such calculation); A = the fair market value of one share of the Company's Common Stock (Warrant Shares at the date of such calculation); B = the Exercise Warrant Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a1.1(a), this Warrant may be exercised in whole or in part by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(AY x (A-B) ------ X = --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant, or any lesser number of shares as to which this Warrant is being 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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Common Stock Warrant pursuant to ------------------ Section 1.1 (a)2(a) above, during the Exercise Period, the Holder may elect to convert this Common Stock Warrant or any portion hereof into Warrant Shares, the aggregate value of which shares shall be equal to the value of this Common Stock Warrant or portion thereof being so converted. The conversion right may be exercised by the Warrantholder Holder by the surrender of this Common Stock Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect net issue the Holder’s intention to exercise and specifying the number of Warrant Shares to be purchasedconversion right hereunder, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder the Holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(AY (A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b) upon exercise of the conversion rights under this Section 2(b); Y = the number of shares of Common Stock Warrant Shares otherwise purchasable under this Common Stock Warrant or, if only a portion of the Common Stock Warrant is exercised, the portion of the Common Stock Warrant being exercised (at as adjusted to the date of such calculation); A = the fair market value (determined in the manner provided below) of one share of the Company's Warrant Shares subject to this Common Stock (at Warrant as of the date of such calculation); B = the Exercise Price (as adjusted to the date exercise of such calculation).this Common Stock Warrant;

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A(Y x (A-B) ------ B))/ A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours on any Business Day business day during the Exercise Period. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at as adjusted to the date of such calculation); A = the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(AY x (A-B) ------ --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1 (a)2.1, this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise Periodexercise period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceledcancelled) by surrender of this Warrant to the Company together with notice of such election election, in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company company using the following formula: X = Y(A-B) ------ ---------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).Where: