Common use of Right to Convert Clause in Contracts

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 11(b) hereof), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X= A - BY Where: X = the number of shares of Common Stock that may be issued to holder Y = the fair market value (FMV) of one (1) share of Common Stock A = the aggregate FMV (i.e., FMV x Converted Warrant ShareShares) No B = the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price)No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition (i) Subject to subsection (c), each share of Series A Preferred Stock and without limiting Series B Preferred Stock shall be convertible, at the rights option of the holder under the terms of this Warrantthereof, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during after the term date of issuance of such share, at the office of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price corporation or any cash or other consideration) that transfer agent for the particular series of Preferred Stock, into such number of fully paid and nonassessable Shares shares of Common Stock as is determined according to by dividing (A) the following formula: X = Original Series A Issue Price for each share of Series A Preferred Stock and (B) the Original Series B - Issue Price for each share of Series B Preferred Stock, plus all declared but unpaid dividends thereon for each share of Series A Where: X = Preferred Stock or Series B Preferred Stock, by the number Conversion Price at the time in effect for such share. The initial Conversion Price per share for shares of Shares that Series A Preferred Stock shall be issued the Original Series A Issue Price and the initial Conversion Price per share for shares of Series B Preferred Stock shall be the Original Series B Issue Price; provided, however, that the Conversion Price for the Series A Preferred Stock and Series B Preferred Stock shall be subject to holder Y = adjustment as set forth in subsection 3(c). (ii) Each share of Series A Preferred Stock and Series B Preferred Stock shall automatically be converted into shares of Common Stock at the fair market value Conversion Price at the time in effect for such shares immediately upon the earlier of one Share A = (A) the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the public offering price of which was not less than $10.00 per share (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) and $7,500,000 in the aggregate Warrant Price or (B) the date upon which the corporation obtains the consent of the specified number holders of Converted Warrant Shares immediately prior to the exercise a majority of the Conversion Right (i.e.then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than voting together as a whole number, the Company shall pay to the holder single class on an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrantconverted basis.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 10.1 at any time or from time to time during the term of this WarrantWarrant pursuant to Section 1 above. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver issue to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Y Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the a holder of this Warrant under the terms of this Warranthereof, the a holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares shares of Common Stock as provided in this Section 10.2 4 at any time or from time to time during the term of period during which this WarrantWarrant is exercisable pursuant to the terms hereof. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of Shares shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 4(b) below), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate of the Warrant Price of applicable to the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricey) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X= A-B --- Y Where: X= the number of shares of Common Stock that may be issued to the holder Y= the fair market value (FMV) of one share of Common Stock A= the aggregate FMV (I.E., FMV x Converted Warrant ShareShares) B= the aggregate Warrant Price (I.E., Converted Warrant Shares x Warrant Price) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant4(a), Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - – A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share A = share of Series Preferred A= the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”a) into Shares as provided in this Section 10.2 at At any time or from time to time during the term Option Term when the Option Price shall be less than the Current Market Price (as hereinafter defined) of a share of Class A Common Stock, the Optionee shall have the right to convert the Option to acquire Vested Option Shares or any portion thereof (the "Conversion Right"), without payment by the Optionee of the Option Price or any other consideration, into shares of Class A Common Stock as provided in this WarrantSection 6. Upon exercise of the Conversion Right with respect to a particular number of Vested Option Shares subject to this Warrant (the “"Converted Warrant Option Shares”"), the Company Optionee shall deliver be entitled to the holder receive (without payment by the holder Optionee of any exercise price the Option Price or any cash or other consideration) that number of fully paid and nonassessable Shares as is shares of Class A Common Stock determined according to in accordance with the following formula: X = B - A Where: Y ----- Z X = the number product of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Current Market Price of the specified number a share of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., Class A Common Stock times the number of Converted Warrant Shares Option Shares, in each case as of the Conversion Date (as defined in Section 6(b)) Y = the product of the Option Price multiplied by the Warrant Price) B number of the Converted Option Shares, in each case as of the Conversion Date, Z = the aggregate fair market value Current Market Price of a share of Class A Common Stock on the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Conversion Date No fractional Option Shares shall be issuable upon exercise of the Conversion Conversation Right, and, and if the number of Option Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company WPCC shall pay to the holder Optionee an amount in cash equal to the fair market value Current Market Price of the resulting fractional Option Share on the Conversion Date Date. (as hereinafter defined). For purposes b) The Conversion Right may be exercised by the Optionee by delivery of Section 10 of this Warrant, Shares issued pursuant a written statement to WPCC specifying that the Optionee intends to exercise the Conversion Right shall be treated as if they were issued upon and indicating the number of Converted Option Shares which are covered by the exercise of this Warrantthe Conversion Right. Such conversion shall be effective upon receipt by WPCC of the aforesaid written statement, or on such later date as is specified therein (the "Conversion Date").

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition (1) Subject to and without limiting Article 9(c), each fully paid Preferred Share shall be convertible, at the rights option of the holder under thereof, at any time after the terms date of this Warrantissuance of such Preferred Share at the Office or any transfer agent for the Preferred Shares, into one fully paid and non-assessable Ordinary Share nominal value NIS 0.01 and the Company shall, at such time, issue to the holders thereof, for no additional charge (a portion of the premium paid for such Preferred Shares being attributed as payment on account of the nominal value of such additional Ordinary Shares – in the event that the then applicable law requires that shares are issued for no less than their nominal value and to the extent no other source available pursuant to the provisions of the then applicable law may be used for such purpose), such number of fully-paid and non-assessable Ordinary Shares as required so that the total number of Ordinary Shares so issued (i.e. including the Ordinary Share into which the Preferred Share was converted) will be equal to the number determined by dividing the Original Issue Price applicable to such Preferred Share by the Conversion Price (as defined below) at the time in effect for such share. In the event that the then applicable law requires that shares are issued for not less than their nominal value, and the aggregate nominal value of all such Ordinary Shares shall exceed the consideration paid to the Company with respect to such Preferred Share, the holder thereof shall have pay the right Company such excess nominal value to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time extent no other source available pursuant to time during the term of this Warrant. Upon exercise provisions of the then applicable law (such as premiums paid for other shares of the Company) may be used for such purpose. The initial Conversion Right with respect to a particular number of Shares subject to this Warrant (Price per share for the “Converted Warrant Series BB-3 Preferred Shares”), the Company shall deliver to Series BB-1 Preferred Shares and the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Series AA Preferred Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Original Issue Price of the specified number of Converted Warrant Series BB-1 Preferred Shares immediately prior to and the exercise of initial Conversion Price for the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Series BB-2 Preferred Shares shall be issuable upon exercise the Original Issue Price of the Series BB-2 Preferred Shares, provided, however, that the Conversion RightPrice for the Preferred Shares shall be subject to adjustment as set forth in subarticles 9(c), and9(d) and 9(e). (2) Each Preferred Share shall automatically be converted into Ordinary Shares at the Conversion Price at the time in effect for such Preferred Share upon the earlier of: (A) a Qualified IPO, or (B) the written consent of the Majority Preferred Shareholders, provided however that if such conversion is not part of, or conditioned upon the number of Shares to closing of, a Qualified Transaction (as defined in Article (12)(g) below), such conversion shall be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay subject to the holder an amount Special BB Consent as set forth in cash equal to Article 12(g) below. The Series AA Preferred Shares shall also automatically be converted into Ordinary Shares as aforesaid upon the fair market value consent of the resulting fractional Share on holders of at least sixty six percent (66%) of the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrantand then outstanding Series AA Preferred Shares.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into Shares shares of Common Stock or Warrant Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Common Stock or Warrant Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 9(a) at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (1) the aggregate Warrant Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price2) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted Warrant Share) share of Common Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of duly authorized, fully paid and nonassessable Shares shares of Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at At any time on or from time to time during after the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”)Issuance Date, the Company shall deliver to the holder (without payment by the holder of any exercise price such shares of Series C Preferred Stock may, at such holder’s option, elect to convert (a “Conversion”) all or any cash or other consideration) that portion of the shares of Series C Preferred Stock held by such person into a number of fully paid and nonassessable Shares as is determined according shares of Common Stock equal to the following formula: X = B - A Where: X = quotient of (i) the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price Liquidation Preference Amount of the specified number shares of Converted Warrant Shares immediately prior Series C Preferred Stock being converted (which, to the exercise extent that the holder elects to be paid accrued dividends in cash as contemplated by Section 2(c), shall exclude such accrued dividends) divided by (ii) the Conversion Price (as defined in Section 5(c) below) then in effect as of the Conversion Right (i.e.date of the delivery by such holder of its notice of election to convert. In the event of a notice of redemption of any shares of Series C Preferred Stock pursuant to Section 8 hereof, the number Conversion Rights of Converted Warrant Shares multiplied the shares designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption (which, in the connection with any redemption by the Warrant PriceCompany pursuant to Section 8(a), shall not be earlier than forty-five (45) B = days after the aggregate fair market value Company has given the notice provided for in this Section 5(a)), unless the redemption price is not paid on such redemption date, in which case the Conversion Rights for such shares shall continue until such price is paid in full. In the event of a liquidation, dissolution winding up or Deemed Liquidation Event of the specified number of Converted Warrant Shares (i.e.Company, the number Conversion Rights shall terminate at the close of Converted Warrant Shares multiplied by business on the fair market value last full day preceding the date fixed for the payment of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise any such amounts distributable on such event to the holders of Series C Preferred Stock. In the Conversion Rightevent of a redemption or liquidation, anddissolution, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole numberwinding up or Deemed Liquidation Event, the Company shall pay provide to each holder of shares of Series C Preferred Stock notice of such redemption or liquidation, dissolution, winding up or Deemed Liquidation Event, which notice shall (i) be sent at least forty-five (45) days prior to the holder an amount in cash equal to the fair market value termination of the resulting fractional Share on Conversion Rights and (ii) state the Conversion applicable Redemption Date (as hereinafter defined). For purposes of Section 10 of this Warrant) and the Applicable Redemption Price (as hereinafter defined) that will be paid or distributed on such redemption or liquidation, Shares issued pursuant to dissolution, winding up or Deemed Liquidation Event, as the Conversion Right shall be treated as if they were issued upon the exercise of this Warrantcase may be.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company Corporation shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Common Stock computed using the following formula: X = B Y (A - B) --------- A Where: Where X = the number of Shares that shall shares of Common Stock to be issued delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Corporation's Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value per share exercise price of the specified Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company Corporation shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms (a) The Holder of this Warrant, the holder Warrant shall have the right (but not the obligation) to require the Company to convert this Warrant or any portion thereof (the “"Conversion Right”) "), at any time after one year from the date of this Warrant and prior to its expiration, into Shares Warrant Units as provided for in this Section 10.2 at any time or from time to time during the term of this Warrant10. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (by the “Converted Warrant Shares”)Holder, the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other considerationprice) that number of fully paid and nonassessable Shares as is determined according Warrant Units equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price of for the specified number of Converted Warrant Shares Units in effect immediately prior to the exercise of the Conversion Right from the aggregate "Fair Market Value" (i.e., the number of Converted Warrant Shares multiplied by as determined below) for the Warrant Price) B = Units immediately prior to the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right) by (ii) the Fair Market Value of one Warrant Unit immediately prior to the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, andat any time or from time to time, if prior to its expiration, on any business day, by delivering a written notice (the "Conversion Notice") to the Company at the offices of the Company exercising the Conversion Right and specifying (i) the total number of Warrant Units the Holder will purchase pursuant to such conversion, and (ii) a place, and a date not less than five (5) nor more than twenty (20) business days from the date of the Conversion Notice, for the closing of such purchase. (c) At any closing under Section 10(b) hereof, (i) the Holder will surrender the Warrant, (ii) the Company will deliver or cause to be delivered to the Holder a certificate or certificates for the number of Shares to be issued determined shares of Common Stock and Redeemable Warrants comprising the Warrant Units issuable upon such conversion, together with cash in accordance with the foregoing formula is other than lieu of any fraction of a whole numberWarrant Unit, and (iii) the Company shall pay will deliver to the holder an amount in cash equal Holder a new Warrant representing the number of Warrant Units, if any, with respect to which the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right Warrant shall be treated as if they were issued upon the exercise of this Warrantnot have been converted.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Stock as provided in this Section 10.2 1.5 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Stock computed using the following formula: X = B Y (A - B) --------- A Where: Where X = the number of shares of Stock to be delivered to the Holder Y = the number of Converted Warrant Shares that shall be issued to holder Y A = the fair market value of one Share A = the aggregate Warrant Price of the specified total number of Converted Warrant Shares immediately prior to the exercise shares of Common Stock into which one share of Stock can be converted on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value of Exercise Price (as adjusted to the specified Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition Subject to and without limiting upon compliance with the rights of the holder under the terms provisions of this WarrantNote, the holder Holder shall have the right, at the Holder’s option, at any time prior to the close of business on the Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 4.1 and 4.2 or the Company shall have exercised its redemption rights under Section 1.1, such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, or (y) the date the Company pays or deposits in accordance with Section 7.10 the applicable Repurchase Price or Optional Redemption Price unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Warrant Note, or any portion thereof of such principal amount which is at least $10,000 (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term such lesser principal amount of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”Note as shall be outstanding at such time), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) plus accrued and unpaid interest, into that number of fully paid and nonassessable Shares non-assessable shares of Common Stock (as is determined according such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the following formula: X = B - A Where: X = applicable Conversion Date plus (z) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 5.2; provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 5.1 and after the Charter Amendment is effected or required to be effected in accordance with the Company’s obligations under the Note Purchase Agreement, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of Shares shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be issued converted into the right to holder Y = receive from the fair market value of one Share A = the aggregate Warrant Price Company, in lieu of the specified shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of Converted Warrant Shares shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the exercise applicable Conversion Date. Any such payment shall, for all purposes of the Conversion Right (i.e.this Note, the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares deemed to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash payment of principal plus a premium equal to the fair market value total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the resulting fractional Share on Holder has converted this Note to Common Stock, and only to the Conversion Date (as hereinafter defined). extent this Note is deemed to have been converted to Common Stock under this Article V. For purposes of Section 10 Sections 5.5 and 5.6, whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this WarrantNote (or a portion hereof) or words of similar import, Shares issued pursuant to the Conversion Right any determination required by such provision shall be treated made as if they a sufficient number of shares of Common Stock were issued then available for issuance upon the exercise conversion in full of this WarrantNote.

Right to Convert. In addition to and without limiting the rights of the a holder of this Warrant under the terms of this Warranthereof, the a holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares shares of Common Stock as provided in this Section 10.2 4 at any time or from time to time during the term of period during which this WarrantWarrant is exercisable pursuant to the terms hereof. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of Shares shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 4(b) below), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate of the Warrant Price of applicable to the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricey) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X= A-B --- Y Where: X= the number of shares of Common Stock that may be issued to the holder Y= the fair market value (FMV) of one share of Common Stock A= the aggregate FMV (i.e., FMV x Converted Warrant ShareShares) B= the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant4(a), Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “"Conversion Right”") into Shares shares of Warrant Stock as provided in this Section 10.2 at any time or from time 7, subject to time during the term of this Warrantrestrictions set forth in subsection 7.3 hereof. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Warrant Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof ), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Convened Warrant Shares”"'), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Convened Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares that shall shares of Common Stock to be issued to the holder upon such exercise Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, if the fair market value of one share of the Series Preferred is greater than the Warrant Price (at the date of calculation as set forth below) the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this WarrantTerm. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A Y(A-B) Where: X = the number of Shares that shall shares of Series Preferred to be issued to holder under this Section 10.2 Y = the number of shares of Series Preferred purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being converted (at the date of such calculation) A = the fair market value of one Share A = share of Series Preferred (at the aggregate Warrant Price date of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricesuch calculation) B = the aggregate fair market value Warrant Price (as adjusted to the date of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Sharesuch calculation) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 10.2 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Y Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Y Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = Y= the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - X= B-A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the ---------------- holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this WarrantWarrant other than the 120 day period following the closing of the Company's IPO. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of Shares shares of Common Stock that shall be issued to the holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ------- Y Where: X = the number of Shares shares of Common Stock that shall may be issued to the holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the other terms of this Warrant (including the rights to Cash Consideration and Contingent Consideration in accordance with the terms of Section 10 upon an exercise or conversion of the Warrant) , the holder shall have the right right, in lieu of payment of the applicable exercise price, to convert this Warrant or any portion thereof (the “"Conversion Right”") into Warrant Shares and the applicable portion of the remaining rights in the Converted Units (including rights to Cash Consideration and Contingent Consideration related to the Converted Units), as provided in this Section 10.2 12.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”Units"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares as is determined according to the following formula: formula (in addition to the holder's rights under Section 10): X = B - A ----- Y Where: X = the number of Warrant Shares that shall be issued to holder Y = the fair market value of one Warrant Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares in the Converted Units immediately prior to the exercise of the Conversion Right (i.e.I. E., the number of Converted Warrant Shares multiplied by Units MULTIPLIED BY the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares underlying the Converted Units (i.e.I. E., the number of Converted Warrant Shares multiplied by Units MULTIPLIED BY the fair market value of one Converted Warrant Share) No fractional Warrant Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 12 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 11.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion (assuming the Series Preferred has been automatically converted into Common Stock) shall be computed as follows: X = B - A Where: X = the number of Shares shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of Shares that shall shares of Common Stock to be issued to the holder upon such exercise Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into Shares shares of Warrant Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Warrant Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal in lieu of such fractional share as set forth in Section 3. If not earlier exercised pursuant to the fair market value Section 6 hereof, this Warrant automatically shall be deemed exercised pursuant to this Section 7 upon closing of the resulting fractional Share on the Conversion Date a Liquidating Event (as hereinafter defined). For purposes defined in the Company’s Certificate of Section 10 of this WarrantIncorporation, Shares issued pursuant to the Conversion Right shall be treated as if they were issued amended) or upon the exercise of this Warrantan IPO.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares as provided in this Section 10.2 8 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one Share on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B-A Y Where: X = The number of Shares that may be issued to holder. Y = The fair market value (FMV) of one Share. A = The aggregate Warrant Price (i.e., Converted Warrant Share) Shares x Warrant Price). B = The aggregate FMV (i.e., FMV x Converted Warrant Shares). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes All references herein to an "exercise" of Section 10 of this Warrant, Shares issued the Warrant shall include an exchange pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantSection 8.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, if the holder fair market value of a share of Common Stock is greater than the Warrant Price, in lieu of exercising this Warrant for cash the Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 10.2 2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Common Stock computed using the following formula: X = B Y (A - B) A Where: Where X = the number of Shares that shall shares of Common Stock to be issued delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Company's Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value per share exercise price of the specified Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder of this Warrant under the terms of this Warrant, the holder of this Warrant shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this WarrantTerm. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder of this Warrant (without payment by the such holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares that shall be issued to the holder of this Warrant Y = the fair market value of one Share share of Common Stock as of the date of exercise A = the aggregate Warrant Price of purchase price for the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the applicable Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares as provided in this Section 10.2 SECTION 8 at any time or from time to time during the term of this Warrant, provided, however, that the holder shall not be permitted to employ the cashless exercise rights under this SECTION 8 if there is effective with the Securities and Exchange Commission a registration statement which registers the Shares issuable upon exercise of this Warrant under SECTION 2. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this WarrantExpressed as a formula, Shares issued pursuant to the Conversion Right such conversion shall be treated computed as if they were follows: X= B-A --- Y Where: X = The number of Shares that may be issued upon the exercise of this Warrantto holder.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = X= B - A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”‘) into Shares shares of Common Stock or Warrant Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Common Stock or Warrant Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula, subject to the BHCA Limits: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, but only to the extent this Warrant has not otherwise been exercised, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series C Preferred (or Common Stock if the Series C Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 9.1(a) at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series C Preferred (or Common Stock if the Series C Preferred has been automatically converted into Common Stock) equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise share of the Conversion Right, and, Series C Preferred (or Common Stock if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share Series C Preferred has been automatically converted into Common Stock) on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this WarrantExpressed as a formula, Shares issued pursuant to the Conversion Right such conversion shall be treated computed as if they were issued upon the exercise of this Warrant.follows:

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - B- A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrantwarrant, in the event Shareholder Approval has been obtained and shares of Common Stock are to be issued upon the exercise of this warrant, the holder Holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = (B - A – A) Divided by Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No If shares of Common Stock are issuable pursuant to this Section 9, no fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion (assuming the Series Preferred has been converted into Common Stock) shall be computed as follows: X = B - A ----- Y Where: X = the number of Shares shares of Common Stock that shall may be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one x Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition i) Subject to and without limiting subsection (c), each share of Series A Preferred Stock shall be convertible, at the rights option of the holder under the terms of this Warrantthereof, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time after the date of issuance of such share and prior to time during the term close of this Warrant. Upon exercise of the Conversion Right business on any Redemption Date as may have been fixed in any Redemption Notice with respect to a particular number such share, at the office of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price corporation or any cash or other consideration) that transfer agent for the Series A Preferred Stock, into such number of fully paid and nonassessable Shares shares of Common Stock as is determined according by dividing the Original Series A Issue Price plus all declared but unpaid dividends thereon for each share of Series A Preferred Stock, by the Conversion Price at the time in effect for such share. The initial Conversion Price per share for shares of Series A Preferred Stock shall be the Original Series A Issue Price; provided, however, that the Conversion Price for the Series A Preferred Stock shall be subject to adjustment as set forth in subsection 4(c). ii) In the event of a call for redemption of any shares of Series A Preferred Stock pursuant to Section 3 hereof, the Conversion Rights shall terminate as to the following formula: X = B - A Where: X = shares designated for redemption at the number close of Shares that shall be issued to holder Y = business on the fair market value of one Share A = the aggregate Warrant Price Redemption Date, unless default is made in payment of the specified number Redemption Price in which case the Conversion Rights shall terminate on the date such Redemption Price is paid. iii) Each share of Converted Warrant Shares Series A Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price at the time in effect for such Series A Preferred Stock immediately prior to upon the exercise earlier of (A) the consummation of the Conversion Right corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended (i.e.the "Securities Act"), the number public offering price of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.which was not less than

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) as is determined according to the following formula: X = B - A --------- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if If the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company provisions of Section 6 above shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined)apply. For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares ordinary shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to register in the Company’s register of members the name of the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of ordinary shares of fully paid and nonassessable Shares ordinary shares as is determined according to the following formula: X = B - A Y Where: X = the number of Shares ordinary shares that shall be issued to holder Y = the fair market value of one Share ordinary share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares ordinary shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares ordinary shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares ordinary shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - – A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights ---------------- of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion (assuming the Series Preferred has been automatically converted into Common Stock) shall be computed as follows: X = X= B - A ----- Y Where: X = the number of Shares shares of Common Stock that shall may be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one x Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrantwarrant, the holder Holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = (B - A – A) divided by Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No If shares of Common Stock are issuable pursuant to this Section 9, no fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during prior to the term expiration of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting At the rights option of the holder under the terms of this Warrantrespective Lenders, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or and from time to time during time, the term indebtedness evidenced by the Notes may be converted in whole or in part to common stock of this WarrantDynaGen or of RxBazaar, as a Lender may elect. Upon exercise If converted into stock of DynaGen, the converting Lender(s) shall assign to DynaGen the Loan being converted or, if the Loan is being converted only in part, the converting Lender(s) shall grant to DynaGen a last-out participation interest therein equal to the amount being converted and, in view of the Conversion Right with respect fact that DynaGen is a guarantor of the Loans, DynaGen shall have no rights whatsoever to participate in the administration of the Loan in which it may have such a particular number participation interest or to receive payments thereunder unless and until the Loans have, from the perspective of Shares subject to this Warrant (the “Converted Warrant Shares”)Lenders, been paid in full. If converted into stock of RxBazaar, the Company converting Lender(s) shall deliver credit RxBazaar with the payment of the Obligations in the amount converted, with such payment to be allocated to principal, interest or expenses as the holder (without payment converting Lender(s) may elect. Any such conversion shall be effected as follows. A Lender may elect to convert by giving the issuer an irrevocable written notice of election effective as of the date the notice is received by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to issuer (a "Conversion Notice"). The Conversion Notice shall specify the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price amount of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, Obligations being converted and, if a partial conversion, shall allocate the number Obligations converted among principal, interest and expenses outstanding. The price of Shares to the common stock that will be issued determined used in accordance with making this conversion shall be average closing bid price of the foregoing formula stock (as reported by Bloomberg, LP or, if not so reported, as reported in the over-the-counter market) for the three trading days next preceding the Conversion Date; provided, that if the common stock is other than a whole number, not then publicly traded then the Company conversion price shall pay to the holder an amount in cash equal to be the fair market value of the resulting fractional Share common stock as of the Conversion Date as determined in good faith by the issuer's board of directors. The shares to be issued shall be rounded up to the next whole share. The conversion shall be deemed effective on the Conversion Date Date, and within five (as hereinafter defined). For purposes of Section 10 of this Warrant5) business days thereafter, Shares issued pursuant (i) the issuer shall deliver to the Conversion Right converting Lender one or more certificates evidencing the resulting common shares of the issuer's stock, free of any encumbrance or restriction excepting only customary legends regarding securities law matters, and (ii) the converting Lender shall be treated as deliver to the issuer (w) the original Note marked "paid," if they were issued upon converted in full into shares of RxBazaar, (x) a formal written advice of the exercise credit against the Loan, if converted in part into shares of this WarrantRxBazaar, (y) the original Notes endorsed without warranty or recourse, if the Loans are converted in full into shares of DynaGen or (z) appropriate evidence of the grant of a participation interest without warranty or recourse also in the Loan if converted in part into shares of DynaGen.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrantwarrant, the holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, after a Qualified Event of Default, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into Shares shares of Warrant Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Warrant Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., B) the number aggregate Market Price of the Converted Warrant Shares multiplied by the issuable upon exercise of this Warrant Price) B = the aggregate fair market value of (or the specified number of Converted Warrant Shares portion hereof) on the Conversion Date by (i.e., y) the number of Converted Warrant Shares multiplied by the fair market value Market Price of one Converted share of Warrant Share) Stock on the Conversion Date. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value in lieu of the resulting such fractional Share on the Conversion Date (share as hereinafter defined). For purposes of set forth in Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant3.

Right to Convert. In addition to and without limiting the rights ---------------- of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - B-A --- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without after payment by of the holder of any exercise price or any cash or other consideration) exercise, that number of shares of fully paid and nonassessable Shares as is determined according non assessable Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 11(b) hereof), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share(1) share of Common Stock on the Conversion Date. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 3 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to shares of Common Stock computed using the following formula: X = B - A Where: X= Y (A-B) Where X = the number of shares of Common Stock to be delivered to the Holder Y = the number of Converted Warrant Shares that shall be issued to holder Y A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Company’s Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value of Purchase Price (as adjusted through the specified Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) as is determined according to the following formula: X = B - A ------- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if If the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company provisions of Section 6 above shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined)apply. For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting ---------------- the rights of the holder hereof under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 2(c) ------------ at any time or from time to time during the term of this Warrant, including upon the Automatic Exercise Date. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other cash consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 2(c)(2) hereof), which --------------- value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = A - B ----- Y Where: X = the number of shares of Common Stock to be issued to the holder Y = the fair market value ("FMV") of one (1) share of Common Stock A = the aggregate FMV (i.e., FMV x Converted Warrant ShareShares) B = the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrantthe Registration Rights Agreement, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 8 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A Y Where: X = the number of shares of Common Stock that may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value (as determined in accordance with Section 8(c)) of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A ------- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e.I.E., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e.I.E., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, during the holder Term, the Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant6. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 6.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., B) the number aggregate Market Price (as defined herein) of the Converted Warrant Shares multiplied by the issuable upon exercise of this Warrant Price) B = the aggregate fair market value of (or the specified number of Converted Warrant Shares portion hereof) on the Conversion Date (i.e., as herein defined) by (y) the number of Converted Warrant Shares multiplied by the fair market value Market Price (as defined herein) of one Converted Warrant Share) share of Common Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder hereof under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 2.c. at any time or from time to time during the term of this Warrant, including upon the Automatic Exercise Date. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other cash consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 2(c)(2) hereof), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = A - B ----- Y Where: X = the number of shares of Common Stock to be issued to the holder Y = the fair market value ("FMV") of one (1) share of Common Stock A = the aggregate FMV (i.e., FMV x Converted Warrant ShareShares) B = the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrantthe Registration Rights Agreement, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 10.1 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A ----- Y Where: X = the number of shares Common Stock that may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holders under the terms of this Warrant, the holder Holders shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holders (without payment by the holder Holders of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - B-A --- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder the Holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant. The number of Shares which may be acquired upon exercise of the Warrant shall be reduced by the number of Converted Warrant Shares.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder The Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion RightCONVERSION RIGHT”) into Shares shares of Common Stock as provided in this Section 10.2 3 at any time or from time to time during the term of this Warrant. Exercise Period Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “Converted Warrant SharesCONVERTED WARRANT SHARES”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to shares of Common Stock computed using the following formula: X = B Y (A - B) A Where: Where X = the number of shares of Common Stock to be delivered to the Holder Y = the number of Converted Warrant Shares that shall be issued to holder Y A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Company’s Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value of Purchase Price (as adjusted through the specified Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 Paragraph 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subparagraph (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Notwithstanding anything herein to the contrary, the minimum number; of Converted Warrant Share) Shares convertible hereunder at any time, shall equal the minimum number of Shares then purchasable under the provisions of Paragraph 2 hereof. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the ---------------- rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time 7 immediately prior to its expiration after the Company has given the Purchaser notice pursuant to Section 1 of an initial Public Offering or from time an Acquisition, subject to time during the term of this Warrantrestrictions set forth in subsection (c) hereof. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted Warrant Share) share of Common Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the a holder of this Warrant under the terms of this Warranthereof, the a holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time during the term of period during which this WarrantWarrant is exercisable pursuant to the terms hereof. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of Shares shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 9.2(b) below), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate of the Warrant Price of applicable to the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricey) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X= A-B --- Y Where: X= the number of shares of Common Stock that may be issued to the holder Y= the fair market value (FMV) of one share of Common Stock A= the aggregate FMV (I.E., FMV x Converted Warrant ShareShares) B= the aggregate Warrant Price (I.E., Converted Warrant Shares x Warrant Price) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant9(a), Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrantwarrant, the holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = X= the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A A/Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., Y multiplied by the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition Subject to and without limiting upon compliance with the rights of the holder under the terms provisions of this WarrantIndenture, the each holder of Convertible Subordinated Notes shall have the right, at his or her option, at any time on or before the close of business on the last trading day prior to the Maturity Date (except that, (a) with respect to any Convertible Subordinated Note or portion thereof which is called for redemption prior to such date, such right shall terminate, except as provided in the fourth paragraph of Section 12.02, before the close of business on the last trading day preceding the date fixed for redemption (unless the Company defaults in payment of the redemption price in which case the conversion right will terminate at the close of business on the date such default is cured) and (b) with respect to any Convertible Subordinated Note or portion thereof subject to a duly completed election for repurchase, such right shall terminate on or before the close of business on the Designated Event Offer Termination Date (unless the Company defaults in the payment due upon repurchase or such holder elects to withdraw the submission of such election to repurchase)) to convert this Warrant the principal amount of any Convertible Subordinated Note held by such holder, or any portion thereof (the “Conversion Right”) of such principal amount which is $1,000 or an integral multiple thereof, into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares non-assessable shares of Common Stock (as such shares shall then be constituted) obtained by dividing the principal amount of the Convertible Subordinated Note or portion thereof to be converted by the Conversion Price in effect at such time, by surrender of the Convertible Subordinated Note so to be converted in whole or in part in the manner provided in Section 12.02. A holder of Convertible Subordinated Notes is determined according not entitled to any rights of a holder of Common Stock until such holder of Convertible Subordinated Notes has converted his or her Convertible Subordinated Notes to Common Stock, and only to the following formula: X = B - A Where: X = the number of Shares that shall be issued extent such Convertible Subordinated Notes are deemed to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior have been converted to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of Common Stock under this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantArticle 12.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 3 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to shares of Common Stock computed using the following formula: X = B X=Y(A - B) A Where: Where X = the number of shares of Common Stock to be delivered to the Holder Y = the number of Converted Warrant Shares that shall be issued to holder Y A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Company’s Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value of Purchase Price (as adjusted through the specified Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during prior to the term expiration of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into Shares units of Warrant Units as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of Shares units subject to this Warrant (the “Converted Warrant SharesUnits”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according units of Warrant Units equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares Units immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares Units issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted unit of Warrant Share) Units on the Conversion Date (as herein defined). No fractional Shares units shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares units to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to round the holder an amount in cash equal to the fair market value number of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes units of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued Warrant Units issuable upon the exercise of this WarrantWarrant to the nearest whole number.

Right to Convert. In addition to and without limiting the rights of the holder Holders under the terms of this Warrant, the holder Holders shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holders (without payment by the holder Holders of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - B-A --- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share Holder A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant. The number of Shares which may be acquired upon exercise of the Warrant shall be reduced by the number of Converted Warrant Shares.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - B-A ----- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition Subject to and without limiting upon compliance with ---------------- the rights of the holder under the terms provisions of this WarrantNote, the holder Holder shall have the right, at the Holder's option, at any time prior to the close of business on the Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 4.1 and 4.2 or the Company shall have exercised its redemption rights under Section 1.2, such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, and (y) the date the Company pays or deposits in accordance with Section 7.10 the applicable Repurchase Price or Optional Redemption Price unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Warrant Note, or any portion thereof of such principal amount which is at least $1,000 (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term such lesser principal amount of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”Note as shall be outstanding at such time), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) plus accrued and unpaid interest, into that number of fully paid and nonassessable Shares non-assessable shares of Common Stock (as is determined according such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted PLUS (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the following formula: X = B - A Where: X = applicable Conversion Date PLUS (z) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date BY (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 5.2; PROVIDED, HOWEVER, that, if at any time this Note is converted in whole or in part pursuant to this Section 5.1, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of Shares shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be issued converted into the right to holder Y = receive from the fair market value of one Share A = the aggregate Warrant Price Company, in lieu of the specified shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of Converted Warrant Shares shares of Common Stock which the Company is unable to issue TIMES (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the exercise applicable Conversion Date. Any such payment shall, for all purposes of the Conversion Right (i.e.this Note, the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares deemed to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash payment of principal plus a premium equal to the fair market value total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the resulting fractional Share on Holder has converted this Note to Common Stock, and only to the Conversion Date (as hereinafter defined). extent this Note is deemed to have been converted to Common Stock under this Article V. For purposes of Section 10 Sections 5.5 and 5.6, whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this WarrantNote (or a portion hereof) or words of similar import, Shares issued pursuant to the Conversion Right any determination required by such provision shall be treated made as if they a sufficient number of shares of Common Stock were issued then available for issuance upon the exercise conversion in full of this WarrantNote.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time the number of shares of Common Stock for which this Warrant is exercisable pursuant to Section 1 and 10.1 above, during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Common Stock that shall may be issued to the holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - X= B-A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as 10 herein defined) by (Y) the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise share of the Conversion Right, and, Series Preferred (or Common Stock if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share Series Preferred has been automatically converted into Common Stock) on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this WarrantExpressed as a formula, Shares issued pursuant to the Conversion Right such conversion shall be treated computed as if they were issued upon the exercise of this Warrant.follows:

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares the Preferred Stock as provided in this Section 10.2 2.5 at any time or from time to time during the term Exercise Period after the initial creation and issuance of this Warrantthe Preferred Stock. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Preferred Stock computed using the following formula: X S = B T (U - A Where: X V) --------- U Where S = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price shares of the specified number of Converted Warrant Shares immediately prior Preferred Stock to be delivered to the exercise of the Conversion Right (i.e., Holder T = the number of Converted Warrant Shares multiplied by the Warrant Price) B U = the aggregate per share fair market value of the specified number Preferred Stock (after adjusting back out for any of Converted Warrant Shares the adjustments set forth in Section 4 hereof) on the Conversion Date (i.e., the number of Converted Warrant Shares multiplied by as defined below) *V = $5.00. * The parties hereto acknowledge that this in no way is an attempt to identify the fair market value of one Converted shares of the Preferred Stock, but is rather an arbitrary assignment of value for the purposes of this Warrant Share) only. The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition Subject to and without limiting Section 5(a)(i) below, each share of Series B Preferred Stock shall be convertible, at the rights option of the holder under the terms of this Warrantthereof, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or and from time to time during time, and without the term payment of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment additional consideration by the holder of any exercise price or any cash or other consideration) that thereof, into such number of fully paid and nonassessable Shares non-assessable shares of Common Stock as is determined according to by dividing (i) the following formula: X = B - A Where: X = the number Stated Value of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of such shares plus any accumulated and unpaid dividends by (ii) the Conversion Right Price (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share effect on the Conversion Date (as hereinafter defineddefined below). (i) The “Conversion Price” initially shall be $ 4, and such initial Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. (ii) In the event of a notice of redemption of any shares of Series B Preferred Stock pursuant to Section 6 or 7 below, the Conversion Rights of the shares of Series B Preferred Stock designated for redemption shall terminate at 5:00 p.m., Pacific time, on the last full day preceding the applicable Redemption Date (as defined below), unless the Redemption Price (as defined below) is not paid or tendered for payment on the Redemption Date, in which case the Conversion Rights for such shares shall continue until such price is paid, or tendered for payment, in full. (iii) In the event of a Liquidation, the Conversion Rights shall terminate at 5:00 p.m., Pacific time, on the tenth (10th) business day following the receipt of the notice of the Liquidation by the holders of the Series B Preferred Stock; provided, however, that if such Liquidation is not consummated within ninety (90) days after the mailing of such notice, the Conversion Rights shall be deemed to have not terminated and shall thereafter continue in full force and effect. (iv) For the purposes of this Section 5(a), “Redemption Date” shall mean any Call Date (as defined below) or Put Date (as defined below) and “Redemption Price” shall mean, as applicable, the Call Price (as defined below) or the Put Price (as defined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant4 Stated Value divided by 10.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - B-A --- Y Where: X = X= the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = Y= the fair market value of one Share A = share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A= the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e.I.E., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the Warrant Price) B = B= the aggregate fair market value of the specified number of Converted Warrant Shares (i.e.I.E., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder ▇▇▇▇▇▇▇▇▇▇ Securities under the terms of this Warrant, the holder ▇▇▇▇▇▇▇▇▇▇ Securities shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series D Preferred Stock as provided in this Section 10.2 2.2 at any time or from time to time during prior to the term of this WarrantExpiration Date. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder ▇▇▇▇▇▇▇▇▇▇ Securities (without payment by the holder ▇▇▇▇▇▇▇▇▇▇ Securities of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Series D Preferred Stock computed using the following formula: X = B Y (A - B) --------- A Where: X = the number of Shares that shall shares of Series D Preferred Stock to be issued delivered to holder ▇▇▇▇▇▇▇▇▇▇ Securities Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B A = the aggregate per share fair market value of the specified Series D Preferred Stock on the Conversion Date (as defined below) B = the Exercise Price of the Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder ▇▇▇▇▇▇▇▇▇▇ Securities an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof thereof, (the “Conversion Net Exercise Right”) into Shares shares of Common Stock as provided in this Section 10.2 6 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Net Exercise Right with respect to a particular number of Shares shares of Common Stock subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) (X) that number of fully paid and nonassessable Shares as is determined according shares of Common Stock equal to the following formula(Y) Converted Warrant Shares multiplied by the quotient obtained by dividing the result of (B) Common Stock Value of one share of Common Stock less (A) the Warrant Exercise Price per share by (B) the Common Stock Value of one share of Common Stock all on the Conversion Date (as herein defined). Expressed as a formula such conversion shall be computed as follows: X = (B - A – A) Y Where: X = the number of Shares shares of Common Stock that shall may be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior shares of Common Stock that are being surrendered pursuant to the exercise of the Conversion this Net Exercise Right (i.e., the number of Converted Warrant Shares multiplied by Shares) A = the Warrant Price) Exercise Price per share B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value Common Stock Value of one Converted Warrant Share) share of Common Stock No fractional Shares shares shall be issuable upon exercise of the Conversion Net Exercise Right, and, if the number of Shares shares of Common Stock issued or to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay round up to the holder an amount in cash equal to the fair market value nearest whole share of the resulting fractional Share on the Conversion Date (as hereinafter defined)Common Stock. For purposes of this Section 10 of this Warrant6, Shares shares issued pursuant to the Conversion Net Exercise Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares shares of Common Stock that shall may be issued to holder the holder. Y = the fair market value of one Share share of Common Stock. A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) ). B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Shares). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.