Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(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 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) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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-B) A Where X = the number of shares of Common Stock to be issued to Holder under this Section 5(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation); A = the fair market value of one share of the Common Stock at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 5(a1.1 (a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” net issue exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y (AY(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a1.1(a), this Warrant may be exercised in whole or in part by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder 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 x (A-B) --------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant, or any lesser number of shares as to which this Warrant is being exercised (as adjusted to at the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a1.1(a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 x (A-B) -------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value of one share of the Common Stock at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising the Warrants represented by this Warrant pursuant to Section 5(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 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 exerciseCertificate, the Holder shall be entitled may elect to receive shares Shares equal to the value of this Warrant the Warrants that are vested and exercisable (or the portion thereof being canceled) by surrender of this Warrant to Certificate at the principal office of the Company together with notice of such election (including specification of whether all or only a portion of the vested and exercisable Warrants are intended to be canceled), in which event the Company shall issue to the Holder a number of shares of Common Stock Shares computed as of the date of surrender of this Warrant to the Company using the following formulaformula with respect to Shares that are vested and exercisable: X = Y (A-B) A Where Where: X = the number of shares of Common Stock the Shares to be issued to Holder under this Section 5(b); the Holder. Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted vested and exercisable Warrants that are to the date of such calculation); be canceled. A = the fair market value of one share of the Common Stock at Share on the date of such calculation; determination. B = the per share Exercise Price (as adjusted to the date of such calculation). Upon the cancellation of any Warrant pursuant to this Section 3(b), a B Share, if issued to the Holder (or prior Holder) of the Warrant being exercised and then outstanding, shall be repurchased or, in the Company’s discretion, redeemed by the Company and canceled at par value, in each case, in accordance with the Memorandum of Incorporation (and for greater certainty, if applicable, the number of B Shares to be so repurchased or redeemed by the Company in connection with any net issue exercise contemplated by this Section 3(b) shall be equal to “Y” above), and the par value for any such canceled B Shares shall be paid by the Company to the Holder.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a2(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 Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Preferred 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 Preferred Stock shall be deemed to be issued to the Holder as the record holder of such shares of Common 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 Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 (AY(A-B) A Where X = the number of shares of Common Preferred Stock to be issued to Holder under this Section 5(b2(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under 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 Section 2(b); ; A = the fair market value of one share of the Common Preferred Stock at the date of such calculation; ; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a1.1(a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder Warrant- holder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y x (A-B) X = --------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a)2.1, this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares to be purchased, during normal business hours on any Business Day (as defined below) business day during the Exercise Periodexercise period. The Company agrees that such shares of Common Stock Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceledcancelled) by surrender of this Warrant to the Company together with notice of such election election, in which event the Company shall issue to Holder Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company company using the following formula: X = Y (AY(A-B) A Where B)/A Where: X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b)2.2; Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation) or, if only a portion of this Warrant is being exercised, the number of Warrant Shares being exercised; A = the Current Market Price of one share of the Company's Common Stock (at the date of such calculation); A = the fair market value of one share of the Common Stock at the date of such calculation; and B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a3(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 Form marked to reflect “Net Issue Exercise” 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) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 (AY(A-B) A Where X = the number of shares of Common Stock to be issued to Holder under this Section 5(b3(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation); A = the fair market value of one share of the Common Stock at the date of such calculation; and B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 5(a2(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 Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Preferred 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 Preferred Stock shall be deemed to be issued to the Holder as the record holder of such shares of Common 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 Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 (AY(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Holder under this Section 5(b2(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation); A = the fair market value of one share of the Common Preferred Stock (Series B or Series A Preferred) at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a1.1(a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 x (A-B) --------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); ; A = the fair market value of one share of the Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a3(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 Form marked to reflect “Net Issue Exercise” 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) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 (AY(A-B) A Where X = the number of shares of Common Stock to be issued to Holder under this Section 5(b3(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation); A = the fair market value of one share of the Common Stock at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 5(a1.1 (a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceledcancelled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y (AY(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Holder under this Section 5(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation); A = the fair market value of one share of the Common Stock at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).Where:

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 5(a3(a), this Warrant may be exercised by the Holder by the surrender of this Warrant to the Companycompany, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common preferred 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 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 Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 (AY(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Holder under this Section 5(b3(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation); A = the fair market value of one share of the Common Preferred Stock at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a------------------ Section 2.1 (a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” net issue exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder 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 (AY(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Holder Warrantholder under this Section 5(b2.1(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under as to which this Warrant is being exercised (as adjusted to at the date of such calculation); A = the fair market value of one share of the Common Company's Preferred Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a), ------------------ 1.1 (a) this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” net issue exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y (AY(A-B) X= --------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant payment of the Exercise Price pursuant to Section 5(a2(c), and exclusively in connection with a Corporate Liquidity Transaction, 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” Exercise and specifying the number of shares of Common Stock Warrant Shares to be purchased, during normal business hours on any Business Day (as defined below) business day during the Exercise Period. The Company agrees that such shares of Common Stock Warrant Shares shall be deemed to be issued to the Holder as the record holder Holder of such shares of Common Stock Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaidaforesaid (or the date of the Corporate Liquidity Transaction, as applicable). Upon such exercise, the Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder a number of shares of Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company (or the date of the Corporate Liquidity Transaction, as applicable) using the following formula: X = Y (AY(A-B) A Where X = the number of shares of Common Stock Warrant Shares to be issued to Holder under this Section 5(b2(d); Y = the number of shares of Common Stock otherwise Warrant Shares purchasable under this Warrant (as adjusted to the date of such calculation); A = the fair market value Fair Market Value of one share of the Common Stock Warrant Share at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------- Section 5(a1.1 (a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 x (A-B) --------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); ; A = the fair market value of one share of the Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a3(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” Exercise and specifying the number of shares of Common Stock Warrant Shares to be purchased, during normal business hours on any Business Day (as defined below) business day during the Exercise PeriodTerm. The Company agrees that such shares of Common Stock Warrant Shares shall be deemed to be issued to the Holder as the record holder of such shares of Common Stock Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaidsurrendered. Upon such exercise, the Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election election, in which event the Company shall issue to Holder a number of shares of Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y (AY(A-B) A Where X = the number of shares of Common Stock Warrant Shares to be issued to Holder under this Section 5(b3(b); Y = the number of shares of Common Stock Warrant Shares otherwise purchasable under this Warrant (as adjusted to the date of such calculation); A = the fair market value of one share of the Common Stock Warrant Shares at the date of such calculation; B = the Exercise Warrant Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a1.1(a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder 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 x (A-B) B))/ A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 5(a1.1 (a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” net issue exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y (AY(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant ------------------ to Section 5(a2.1(a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” net issue exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder 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 (AY(A-B) ------ A Where X = the number of shares of Common Preferred Stock to be issued to Holder Warrantholder under this Section 5(b2.1(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value of one share of the Common Company's Preferred Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a1.1(a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 x (A-B) --------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value of one share of the Common Stock at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a3(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” Exercise and specifying the number of shares of Common Stock Warrant Shares to be purchased, during normal business hours on any Business Day (as defined below) business day during the Exercise PeriodTerm. The Company agrees that such shares of Common Stock Warrant Shares shall be deemed to be issued to the Holder as the record holder of such shares of Common Stock Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaidsurrendered. Upon such exercise, the Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election election, in which event the Company shall issue to Holder a number of shares of Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y (AY(A-B) A Where X = the number of shares of Common Stock Warrant Shares to be issued to Holder under this Section 5(b3(b); Y = the number of shares of Common Stock Warrant Shares otherwise purchasable under this Warrant (as adjusted to the date of such calculation); ; A = the fair market value of one share of the Common Stock Warrant Shares at the date of such calculation; ; B = the Exercise Warrant Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a)subsection (a) above, this Warrant the Warrantholder may be exercised from time to time elect to receive, without the payment by the Holder by the surrender Warrantholder of this Warrant to the Companyany additional consideration, 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 to at the principal office of the Company together with notice of such election election, in which event the Company shall issue to Holder the Warrantholder 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 Holder under this Section 5(b); the Warrantholder. Y = the The number of shares of Common Stock otherwise Shares purchasable under this Warrant (as adjusted to at the date time of such calculation); exercise. A = the The fair market value of one share of the Common Stock Stock, at the date time of such calculation; exercise. B = the The Warrant Exercise Price (as adjusted to the date of such calculation). For purposes of this Section 3(b), the fair market value of one share of Common Stock as of a particular date shall be the closing bid price of one share of Common Stock on the date of exercise; provided, that if the Warrant is being exercised upon the closing of a public offering, the value shall be the initial “price to the public” of one share of such Common Stock specified in the final prospectus with respect to such offering.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a)1.1, this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” net issue exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaidsurrendered. Upon such exercise, the Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder 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 (AY(A-B) ------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b)1.2; Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value Current Market Price of one share shares of the Common Stock to be issued to the Warrantholder (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation)Current Warrant Price.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a1.1(a), this Warrant may be exercised in whole or in part by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder 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 x (A-B) X = --------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant, or any lesser number of shares as to which this Warrant is being exercised (as adjusted to at the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In If at the time of exercise of this Warrant a registration statement covering the Warrant Shares that are the subject of the Subscription Notice (the "Unavailable Warrant Shares") is not available for the resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion, and in lieu of exercising this Warrant pursuant to Section 5(a)1.01 hereof, exercise this Warrant may be exercised by the Holder by the surrender of surrendering this Warrant to the Company, with a duly executed Notice of Exercise Subscription Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares to be purchased, during normal business hours on any Business Day (as defined below) business day during the Exercise Period. The Company agrees that such shares of Common Stock Such Warrant Shares shall be deemed to be issued to the Holder as the record holder of such shares of Common Stock Warrant Shares as of the close of business on the date on which this Warrant shall have been is surrendered as aforesaidin accordance with the provisions hereof. Upon such exercise, the Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event receive, and the Company shall issue to Holder Holder, a number of shares of Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y (AY(A-B) A Where X = the number of shares of Common Stock Warrant Shares to be issued to Holder under this Section 5(b)1.02; Y = the number of shares Warrant Shares in respect of Common Stock otherwise purchasable under which this Warrant (as adjusted to the date of such calculation); election is made; A = the fair market value of one share of the Common Stock at the date of such calculation; and B = the Exercise Price (as adjusted to the date of such calculationthe issuance).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a2(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 Form marked to reflect “Net Issue Exercise” 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) 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) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 (AY(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Holder under this Section 5(b2(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation); A = the fair market value Fair Market Value (as defined below) of one share of the Common Stock at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a)1.2(a) hereof, this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof hereof being canceledexercised) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 x (A-B) --------- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.2(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation), which number shall not be less than 100,000; A = the fair market value of one share of the Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation)Price.

Net Issue Exercise. In Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant pursuant to Section 5(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 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 exercisefor cash, the Holder shall be entitled holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to at the principal office of the Company together with the properly endorsed Notice of Exercise and notice of such election in which event the Company shall issue to the 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-B) X = --------- A Where X = the number of shares of Common Stock to be issued to the Holder under this Section 5(b); Y = the number of shares of Common Stock otherwise purchasable under this the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (as adjusted to at the date of such calculation); ) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation; ) B = the Exercise Price (as adjusted to the date of such calculation)) For purposes of the above calculation, fair market value of one share of Common Stock shall be determined as set forth in Section 11 hereof. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a2(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 Form marked to reflect “Net Issue Exercise” Exercise and specifying the number of shares of Common Preferred 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 Preferred Stock shall be deemed to be issued to the Holder as the record holder of such shares of Common 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 Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 (AY(A-B) A Where X = the number of shares of Common Preferred Stock to be issued to Holder under this Section 5(b2(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under 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 Section 2(b); A = the fair market value of one share of the Common Preferred Stock at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a2.2(a), this Warrant may be exercised by the Holder by the surrender of this Warrant to the Company, with a duly completed and executed Exercise Notice of Exercise marked to reflect “Net Issue Exercise” that the Holder is exercising this Warrant pursuant to this Section 2.2(b) and specifying the number of shares of Common Stock to be purchased, during normal business hours on any Business Day (as defined below) 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) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to the 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-B) A Where X = the number of shares of Common Stock to be issued to Holder under this Section 5(b2(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation) or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); A = the fair market value Fair Market Value of one share of the Common Stock at the date of such calculation; B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 5(a1.1(a), if the fair market value of one share of Common Stock is greater than the exercise price, this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “a "Net Issue Exercise” " and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y (AY(A-B) ----- A Where X = the number of shares of Common Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (as adjusted to at the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).. 155

Net Issue Exercise. In lieu of exercising this Common Stock Warrant pursuant to Section 5(a)2(a) above, during the Exercise Period, the Holder may elect to convert this Common Stock Warrant or any portion hereof into Warrant Shares, the aggregate value of which shares shall be equal to the value of this Common Stock Warrant or portion thereof being so converted. The conversion right may be exercised by the Holder by the surrender of this Common Stock 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 Holder’s intention to be purchasedexercise the conversion right hereunder, 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) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to the 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-B) A Where X = the number of shares of Common Stock to be issued to Holder under this Section 5(b2(b) upon exercise of the conversion rights under this Section 2(b); Y = the number of shares of Common Stock Warrant Shares otherwise purchasable under this Common Stock Warrant or, if only a portion of the Common Stock Warrant is exercised, the portion of the Common Stock Warrant being exercised (as adjusted to the date of such calculation); A = the fair market value (determined in the manner provided below) of one share of the Warrant Shares subject to this Common Stock at Warrant as of the date of such calculation; B = the Exercise Price (as adjusted to the date exercise of such calculation).this Common Stock Warrant;

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 5(a1.1 (a), this Warrant may be exercised by the Holder Warrantholder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect “Net Issue Exercise” net issue exercise and specifying the number of shares of Common Stock Warrant Shares 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 Warrant Shares shall be deemed to be issued to the Holder Warrantholder as the record holder of such shares of Common Stock 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 Holder Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Holder 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 (AY(A-B) ------ A Where X = the number of shares of Common Series C Stock to be issued to Holder Warrantholder under this Section 5(b1.1(b); Y = the number of shares of Common Series C Stock otherwise purchasable under this Warrant (as adjusted to at the date of such calculation); A = the fair market value of one share of the Common Company's Series C Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).