Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. In lieu of exercising this Warrant pursuant to subsection (a) above, the Warrantholder may from time to time elect to receive, without the payment by the Warrantholder of any additional consideration, shares of 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 at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrantholder 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 Warrantholder. Y = The number of Shares purchasable under this Warrant at the time of such exercise. A = The fair market value of one share of Common Stock, at the time of such exercise. B = 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection ------------------ Section 1.1 (a) above), 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to 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 the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise. calculation); A = The the fair market value of one share of the Company's Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 5(a), the Warrantholder this Warrant may from time to time elect to receive, without the payment be exercised by the Warrantholder Holder by the surrender of any additional considerationthis Warrant to the Company, with a duly executed Notice of Exercise marked to reflect “Net Issue Exercise” and specifying the number of shares of Common Stock to be purchased, during normal business hours on any Business Day (as defined below) during the Exercise Period. The Company agrees that such shares of Common Stock shall be deemed to be issued to the Holder as the record holder of such 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 Holder shall be entitled to receive shares 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares of 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 the Warrantholder. Holder under this Section 5(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant at (as adjusted to the time date of such exercise. calculation); A = The the fair market value of one share of the Common Stock, Stock at the time date of such exercise. calculation; B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 1.1(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 and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. Upon such exercise, the Warrantholder may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to 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 x (A-B) -------- --------- A Where: Where X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock purchasable under this Warrant, or any lesser number of shares as to which this Warrant is being exercised (at the time date of such exercise. calculation); A = The the fair market value of one share of the Company's Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of Common Stock equal to the value of this Warrant (or the portion thereof hereof being canceled, which number exercised) computed as of shares being canceled pursuant to this subsection 3(b) may not exceed the number date of shares that the Warrantholder would be entitled to exercise at such time pursuant to subsection (a) above) by surrender of this Warrant at the principal office of to the Company together with notice of such election, in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A - Y x (A-B) -------- A Where: Where X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise. A = The fair market value of one share of Common Stock, at the time of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 3(a), the Warrantholder this Warrant may from time to time elect to receive, without the payment be exercised by the Warrantholder Holder by the surrender of any additional considerationthis Warrant to the Company, with a duly executed Exercise Form marked to reflect Net Issue Exercise and specifying the number of shares of Common Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such shares of Common Stock shall be deemed to be issued to the Holder as the record holder of such 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 Holder shall be entitled to receive shares 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares of 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 the Warrantholder. Holder under this Section 3(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant at (as adjusted to the time date of such exercise. calculation); A = The the fair market value of one share of the Common Stock, Stock at the time date of such exercise. calculation; and B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) above------------------ Section 2(a), this Warrant may be exercised by the 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 shares of Preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such shares of Preferred Stock shall be deemed to be issued to the Holder as the record holder of such 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 may from time Holder shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares of Common Preferred 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 Preferred Stock to be issued to the Warrantholder. Holder under this Section 2(b); Y = The the number of Shares shares of Preferred Stock otherwise purchasable under this Warrant at (as adjusted to the time date of such exercise. calculation); A = The the fair market value of one share of Common Stock, the Preferred Stock (Series B or Series A Preferred) at the time date of such exercise. calculation; B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the 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: Y x (A-B) X = Y(A - B) -------- --------- A Where: Where X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise. calculation); A = The the fair market value of one share of the Company's Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 the Warrants represented by this Warrant pursuant to subsection (a) aboveCertificate, the Warrantholder Holder may from time to time elect to receive, without the payment by the Warrantholder of any additional consideration, shares of Common Stock receive Shares equal to the value of this Warrant the Warrants that are vested and exercisable (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 Certificate at the principal office of the Company together with notice of such electionelection (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 the Warrantholder Holder a number of shares of Common Stock Shares computed using the following formulaformula with respect to Shares that are vested and exercisable: X = Y(A - Y (A-B) -------- A Where: X = The the number of shares of Common Stock the Shares to be issued to the WarrantholderHolder. Y = The the number of Shares purchasable under this Warrant at the time of such exercise. vested and exercisable Warrants that are to be canceled. A = The the fair market value of one share Share on the date of Common Stock, at the time of such exercise. determination. B = The Warrant the per share Exercise Price (as adjusted to the date of such calculation). For purposes Upon the cancellation of any Warrant pursuant to this Section 3(b), a B Share, if issued to the fair market value Holder (or prior Holder) of one share of Common Stock as of a particular date the Warrant being exercised and then outstanding, shall bebe repurchased or, (i) in the event a public market exists Company’s discretion, redeemed by the Company and canceled at par value, in each case, in accordance with the Memorandum of Incorporation (and for the Company's Common Stock on the date of exercisegreater certainty, if applicable, the closing bid price number of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate B Shares to be so repurchased or redeemed by the Company's Board of Directors Company in connection with any net issue exercise contemplated by this Section 3(b) shall be equal to “Y” above), and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial public offering, the par value for any such canceled B Shares shall be paid by the initial "price Company to the public" of one share of such Common Stock specified in the final prospectus with respect to such offeringHolder.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to subsection (a) aboveSection 2(a), this Warrant may be exercised by the 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 shares of Preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such shares of Preferred Stock shall be deemed to be issued to the Holder as the record holder of such 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 may from time Holder shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares of Common Preferred 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 Preferred Stock to be issued to the Warrantholder. Holder under this Section 2(b); Y = The the number of Shares purchasable shares of Preferred Stock covered by this Warrant (as adjusted to the date of such calculation) in respect of which the net issue exercise election is made under this Warrant at the time of such exercise.Section 2(b); A = The the fair market value of one share of Common Stock, the Preferred Stock at the time date of such exercise.calculation; B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 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 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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) abovecancelled) by surrender of this Warrant at the principal office of 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 Y(A-B)/A Where: X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 2.2; Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise. calculation) or, if only a portion of this Warrant is being exercised, the number of Warrant Shares being exercised; A = The fair market value the Current Market Price of one share of the Company's Common Stock, Stock (at the time date of such exercise. calculation); and B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of Common Stock equal to the value of this Warrant (or the portion thereof hereof being canceled, which number exercised) computed as of shares being canceled pursuant to this subsection 3(b) may not exceed the number date of shares that the Warrantholder would be entitled to exercise at such time pursuant to subsection (a) above) by surrender of this Warrant at the principal office of to the Company together with notice of such election, in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A - Y x (A-B) -------- --------- A Where: Where X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise.calculation); A = The the fair market value of one share of Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 3(a), the Warrantholder this Warrant may from time to time elect to receive, without the payment be exercised by the Warrantholder Holder by the surrender of any additional considerationthis Warrant to the Company, with a duly executed Exercise Form marked to reflect Net Issue Exercise and specifying the number of shares of Common Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such shares of Common Stock shall be deemed to be issued to the Holder as the record holder of such 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 Holder shall be entitled to receive shares 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares of 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 the Warrantholder. Holder under this Section 3(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant at (as adjusted to the time date of such exercise. calculation); A = The the fair market value of one share of the Common Stock, Stock at the time date of such exercise. calculation; B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection ------------------- Section 1.1 (a) above), 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of Common Stock equal to the value of this Warrant (or the portion thereof hereof being canceled, which number exercised) computed as of shares being canceled pursuant to this subsection 3(b) may not exceed the number date of shares that the Warrantholder would be entitled to exercise at such time pursuant to subsection (a) above) by surrender of this Warrant at the principal office of to the Company together with notice of such election, in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A - Y x (A-B) -------- --------- A Where: Where X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise.calculation); A = The the fair market value of one share of Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 3(a), this Warrant may be exercised by the Holder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise 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 Term. The Company agrees that such Warrant Shares shall be deemed to be issued to the 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. Upon such exercise, the Warrantholder may from time Holder shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, in which event the Company shall issue to the Warrantholder Holder a number of shares Warrant Shares computed as of Common Stock computed 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 Warrant Shares to be issued to the Warrantholder. Holder under this Section 3(b); Y = The the number of Warrant Shares otherwise purchasable under this Warrant at (as adjusted to the time date of such exercise. calculation); A = The the fair market value of one share of Common Stock, the Warrant Shares at the time date of such exercise. calculation; 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to 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 - B) -------- (Y x (A-B))/ A Where: Where X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise. calculation); A = The the fair market value of one share of the Company's Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection ------------------ Section 1.1 (a) above), 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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) abovecancelled) by surrender of this Warrant at the principal office of to 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: X = The number of shares of Common Stock to be issued to the Warrantholder. Y = The number of Shares purchasable under this Warrant at the time of such exercise. A = The fair market value of one share of Common Stock, at the time of such exercise. B = 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) above------------------ Section 3(a), this Warrant may be exercised by the 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 shares of preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such 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 may from time Holder shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares of Common Preferred 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 Preferred Stock to be issued to the Warrantholder. Holder under this Section 3(b); Y = The the number of Shares shares of Preferred Stock otherwise purchasable under this Warrant at (as adjusted to the time date of such exercise. calculation); A = The the fair market value of one share of Common Stock, the Preferred Stock at the time date of such exercise. calculation; B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 Common Stock Warrant pursuant to subsection (aSection 2(a) above, during the Warrantholder Exercise Period, the Holder may from time to time elect to receive, without the payment by the Warrantholder of any additional consideration, shares of 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 the portion thereof being canceled, which number of shares being canceled pursuant to this subsection 3(b) so converted. The conversion right may not exceed be exercised by the number of shares that the Warrantholder would be entitled to exercise at such time pursuant to subsection (a) above) Holder by surrender of this Common Stock Warrant at to the principal office Company, with a duly executed Notice of Exercise marked to reflect the Company together with notice of such electionHolder’s intention to exercise the conversion right hereunder, in which event the Company shall issue to the Warrantholder Holder a number of shares of Common Stock computed 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 Holder under this Section 2(b) upon exercise of the Warrantholder. conversion rights under this Section 2(b); Y = The the number of Warrant Shares otherwise purchasable under this Common Stock Warrant at or, if only a portion of the time Common Stock Warrant is exercised, the portion of such exercise. A = The fair market value of one share of the Common Stock, at the time of such exercise. B = The Stock Warrant Exercise Price being exercised (as adjusted to the date of such calculation). For purposes of this Section 3(b), ; A = the fair market value (determined in the manner provided below) of one share of the Warrant Shares subject to this Common Stock Warrant as of a particular date shall be, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial public offering, the value shall be the initial "price to the public" of one share of such this Common Stock specified in the final prospectus with respect to such offering.Warrant;

Net Issue Exercise. In lieu of exercising this Warrant pursuant to subsection ------------------ Section 2.1 (a) above), 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 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder a number of shares of Common the Company's Preferred 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 Preferred Stock to be issued to the Warrantholder. Warrantholder under this Section 2.1(b); Y = The the number of Shares purchasable under shares of Preferred Stock as to which this Warrant is being exercised (at the time date of such exercise. calculation); A = The the fair market value of one share of Common Stock, the Company's Preferred Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection ------------------ Section 1.1 (a) above), 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to 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 the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise. calculation); A = The fair market value the Fair Market Value (as defined below) of one share of the Company's Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder a number of shares of Common the Company's Preferred 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 Preferred Stock to be issued to the Warrantholder. Warrantholder under this Section 2.1(b); Y = The the number of Shares shares of Preferred Stock otherwise purchasable under this Warrant (at the time date of such exercise. calculation); A = The the fair market value of one share of Common Stock, the Company's Preferred Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 3(a), this Warrant may be exercised by the Holder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise 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 Term. The Company agrees that such Warrant Shares shall be deemed to be issued to the 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. Upon such exercise, the Warrantholder may from time Holder shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, in which event the Company shall issue to the Warrantholder Holder a number of shares Warrant Shares computed as of Common Stock computed 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 Warrant Shares to be issued to the Warrantholder. Holder under this Section 3(b); Y = The the number of Warrant Shares otherwise purchasable under this Warrant at (as adjusted to the time date of such exercise.calculation); A = The the fair market value of one share of Common Stock, the Warrant Shares at the time date of such exercise.calculation; 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (aSection 1.2(a) abovehereof, 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of Common Stock equal to the value of this Warrant (or the portion thereof hereof being canceled, which number exercised) computed as of shares being canceled pursuant to this subsection 3(b) may not exceed the number date of shares that the Warrantholder would be entitled to exercise at such time pursuant to subsection (a) above) by surrender of this Warrant at the principal office of to the Company together with notice of such election, in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A - Y x (A-B) -------- --------- A Where: Where X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.2(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time of such exercise. A = The fair market value of one share of Common Stock, at the time of such exercise. B = The Warrant Exercise Price (as adjusted to the date of such calculation). For purposes of this Section 3(b), which number shall not be less than 100,000; A = the fair market value of one share of Common Stock as of a particular date shall be, (i) in the event a public market exists for the Company's Common Stock on at the date of exercise, such calculation); B = the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 offeringExercise Price.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to subsection (a) aboveSection 1.1(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 and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. Upon such exercise, the Warrantholder may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to 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: Y x (A-B) X = Y(A - B) -------- --------- A Where: Where X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock purchasable under this Warrant, or any lesser number of shares as to which this Warrant is being exercised (at the time date of such exercise. calculation); A = The the fair market value of one share of the Company's Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 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. Upon such exercise, the Warrantholder may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to 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 the Warrantholder. Warrantholder under this Section 1.2; Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time of such exercise. A = The fair market value of one share of Common Stock, at the time of such exercise. B = The Warrant Exercise Price (as adjusted to the date of such calculation). For purposes ; A = the Current Market Price of this Section 3(b), the fair market value of one share shares of Common Stock as of a particular date shall be, to be issued to the Warrantholder (i) in the event a public market exists for the Company's Common Stock on at the date of exercise, such calculation); B = the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Current Warrant is being exercised upon the closing of an initial 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 offeringPrice.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to subsection ------------------ Section 1.1 (a) above), 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder a number of shares of Common the Company's Series C 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 Series C Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Series C Stock otherwise purchasable under this Warrant (at the time date of such exercise. calculation); A = The the fair market value of one share of Common Stock, the Company's Series C Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 2(a), the Warrantholder this Warrant may from time to time elect to receive, without the payment be exercised by the Warrantholder Holder by the surrender of any additional considerationthis Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of shares of Common Stock to be purchased, during normal business hours on any business day during the Exercise Period. The Company agrees that such shares of Common Stock shall be deemed to be issued to the Holder as the record holder of such 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 Holder shall be entitled to receive shares 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares of 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 the Warrantholder. Holder under this Section 2(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant at (as adjusted to the time date of such exercise. calculation); A = The fair market value the Fair Market Value (as defined below) of one share of the Common Stock, Stock at the time date of such exercise. calculation; B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 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 subsection (a) aboveSection 1.01 hereof, exercise this Warrant by surrendering this Warrant to the Warrantholder may from time Company, with a duly executed Subscription Form marked to time elect 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. Such Warrant Shares shall be deemed to be issued to 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. Upon such exercise, Holder shall be entitled to receive, without the payment by the Warrantholder of any additional consideration, shares of 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 at the principal office of the Company together with notice of such election, in which event and the Company shall issue to the Warrantholder Holder, a number of shares Warrant Shares computed as of Common Stock computed 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 Warrant Shares to be issued to the Warrantholder. Holder under this Section 1.02; Y = The the number of Warrant Shares purchasable under in respect of which this Warrant at the time of such exercise.election is made; A = The the fair market value of one share of the Common Stock, Stock at the time date of such exercise.calculation; and B = The Warrant the Exercise Price (as adjusted to the date of such calculationthe issuance). For purposes of this Section 3(b), the fair market value of one share of Common Stock as of a particular date shall be, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 payment of the Exercise Price pursuant to Section 2(c), and exclusively in connection with a Corporate Liquidity Transaction, this Warrant pursuant may be exercised by the Holder by the surrender of this Warrant to subsection the Company, with a duly executed Notice of Exercise 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 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 aforesaid (a) aboveor the date of the Corporate Liquidity Transaction, as applicable). Upon such exercise, the Warrantholder may from time Holder shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares Warrant Shares computed as of Common Stock computed 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 - Y(A-B) -------- A Where: Where X = The the number of shares of Common Stock Warrant Shares to be issued to the Warrantholder. Holder under this Section 2(d); Y = The the number of Warrant Shares purchasable under this Warrant (as adjusted to the date of such calculation); A = the Fair Market Value of one Warrant Share at the time date of such exercise. A = The fair market value of one share of Common Stock, at the time of such exercise. calculation; B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 2.2(a), the Warrantholder this Warrant may from time to time elect to receive, without the payment be exercised by the Warrantholder Holder by the surrender of any additional considerationthis Warrant to the Company, with a duly completed and executed Exercise Notice marked to reflect that the Holder is exercising this Warrant pursuant to this Section 2.2(b) and specifying the number of shares of Common Stock to be purchased, during normal business hours on any business day during the Exercise Period. The Company agrees that such shares of Common Stock shall be deemed to be issued to the Holder as the record holder of such 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 Holder shall be entitled to receive shares 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares of Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: A Where X = Y(A - B) -------- A Where: X = The the number of shares of Common Stock to be issued to the Warrantholder. Holder under this Section 2(b); Y = The the number of Shares shares of Common Stock 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 time date of such exercise. calculation); A = The fair market value the Fair Market Value of one share of the Common Stock, Stock at the time date of such exercise. calculation; B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection Section ------------------ 1.1 (a) abovethis 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to 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: Y(A-B) X= --------- A Where X = Y(A - B) -------- A Where: X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise. calculation); A = The the fair market value of one share of the Company's Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of Common Stock equal to the value of this Warrant (or the portion thereof hereof being canceled, which number exercised) computed as of shares being canceled pursuant to this subsection 3(b) may not exceed the number date of shares that the Warrantholder would be entitled to exercise at such time pursuant to subsection (a) above) by surrender of this Warrant at the principal office of to the Company together with notice of such election, in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A - Y x (A-B) -------- --------- A Where: Where X = The the number of shares of Common Stock to be issued to the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock otherwise purchasable under this Warrant (at the time date of such exercise. A = The fair market value of one share of Common Stock, at the time of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 1.1(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 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 may from time shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to 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 the Warrantholder. Warrantholder under this Section 1.1(b); Y = The the number of Shares shares of Common Stock purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the time date of such exercise. calculation); A = The the fair market value of one share of the Company's Common Stock, Stock (at the time date of such exercise. calculation); B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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.155

Net Issue Exercise. In lieu of exercising this Warrant pursuant to subsection (a) above, the Warrantholder may from time to time elect to receive, without the payment by the Warrantholder of any additional consideration, shares of 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 at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Warrantholder 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 Warrantholder. Y = The number of Shares purchasable under this Warrant at the time of such exercise. A = The fair market value of one share of Common Stock, at the time of such exercise. B = 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, be the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholderexercise; provided, that if the Warrant is being exercised upon the closing of an initial 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 subsection (a) aboveSection 2(a), this Warrant may be exercised by the 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 shares of Preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such shares of Preferred Stock shall be deemed to be issued to the Holder as the record holder of such 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 may from time Holder shall be entitled to time elect to receive, without the payment by the Warrantholder of any additional consideration, receive shares of 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 at the principal office of to the Company together with notice of such election, election in which event the Company shall issue to the Warrantholder Holder a number of shares of Common Preferred 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 Preferred Stock to be issued to the Warrantholder. Holder under this Section 2(b); Y = The the number of Shares purchasable shares of Preferred Stock covered by this Warrant (as adjusted to the date of such calculation) in respect of which the net issue exercise election is made under this Warrant at the time of such exercise. Section 2(b); A = The the fair market value of one share of Common Stock, the Preferred Stock at the time date of such exercise. calculation; B = The Warrant the 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, (i) in the event a public market exists for the Company's Common Stock on the date of exercise, the closing bid price of one share of Common Stock on the date of exercise or, (ii) if no public market exists for the Common Stock, as mutually determined in good faith upon a review of all factors deemed appropriate by the Company's Board of Directors and the Warrantholder; provided, that if the Warrant is being exercised upon the closing of an initial 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.