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 of Common Stock as provided in this Section 2 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 of Common Stock as provided in this Section 2 1.5 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of the total number of shares of Common Stock into which one share of the Corporation's Common Stock can be converted on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Exercise Price (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 of Common Stock as provided in this Section 2 3(b) at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 Common Stock computed using as is determined according to the following formula: X = X= B – A Y (A - B) --------- A Where Where: X = the number of shares of Common Stock that shall be issued to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Common Stock on A = the aggregate Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Date Right (as defined belowi.e., the number of Converted Warrant Shares multiplied by the Exercise Price) B = the per share exercise price aggregate fair market value of the Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole specified number of shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion RightConverted Warrant Shares (i.e., and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation shall pay to the Holder an amount in cash equal to Converted Warrant Shares multiplied by the fair market value of the resulting fractional share on the Conversion Date (as defined belowone Converted Warrant Share). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 (the "Conversion RightCONVERSION RIGHT") into shares of Common Stock Shares as provided in this Section 2 SECTION 8 at any time or from time to time during the Exercise Periodterm 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 subject to the this Warrant (the "Converted Warrant Shares"), the Corporation 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 shares of fully paid and nonassessable Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered Shares equal to the holder Y = quotient obtained by dividing the number value of this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares A = 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 the Corporation's Common Stock Share on the Conversion Date (as defined below) B herein defined). Expressed as a formula, such conversion shall be computed as follows: X= B-A --- Y Where: X = the per share 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 shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of shares to Shares that may be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrantholder.

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to convert this Warrant or any portion thereof (the "Conversion Right"“CONVERSION RIGHT”) into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Period Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"“CONVERTED WARRANT SHARES”), the Corporation 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 of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Company’s Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Purchase Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 (the "Conversion Right") into shares of Common Stock Shares as provided in this Section 2 8 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "Converted Warrant Shares"), the Corporation 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 shares of fully paid and nonassessable Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered Shares equal to the holder Y = quotient obtained by dividing the number value of this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares A = 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 the Corporation's Common Stock Share on the Conversion Date (as defined below) B herein defined). Expressed as a formula, such conversion shall be computed as follows: X = the per share exercise price of the Warrant (as adjusted to the Conversion Date) B-A Y Where: X = The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of shares to Shares that may be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation shall pay to the Holder an amount in cash equal to the holder. Y = The fair market value (FMV) of the resulting fractional share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrantone Share.

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 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 of Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 2 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the CorporationCompany's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 (the "Conversion Right") into shares of Common Stock as provided in this Section 2 11.2 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "Converted Warrant Shares"), the Corporation Company shall deliver to the Holder (without holder 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 non assessable Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered equal to the holder Y = quotient obtained by dividing (i) the number of Converted Warrant Shares A = the fair market value of one share of this Warrant (or the Corporation's Common Stock specified portion hereof) on the Conversion Date (as defined belowin Section 11(b) B = hereof), which value shall be equal to (A) the per share exercise price aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (as adjusted or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one (1) share of Common Stock on the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation Company shall pay to the Holder holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock computed using the following formula: X = X= Y (A - A-B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Company’s Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Purchase Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant Shares (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Company’s Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Exercise Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the WarrantWarrant Shares. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the this Warrant.

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, during the Term, the Holder shall have the right to convert this Warrant or any portion thereof hereof (the "“Conversion Right"”) into shares of Common Stock as provided in this Section 2 at any time or from time to time during the Exercise Period6. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered equal to the holder Y = quotient obtained by dividing (x) the number value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 6.2 hereof), which value shall be determined by subtracting (A) the aggregate Exercise Price of the Converted Warrant Shares A = immediately prior to the fair market value exercise of the Conversion Right from (B) the aggregate Market Price (as defined herein) 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 Market Price (as defined herein) of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrantherein defined). 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 ordinary shares of Common Stock as provided in this Section 2 10.2 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation Company shall deliver to register in the Holder Company’s register of members the name of the holder (without payment by the Holder holder of any exercise price or any cash or other consideration) that number of ordinary shares of fully paid and nonassessable Common Stock computed using ordinary shares as is determined according to the following formula: X = B - A Y (A - B) --------- A Where Where: X = the number of ordinary shares of Common Stock that shall be issued to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one ordinary share A = the aggregate Warrant Price of the Corporation's Common Stock on specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Date Right (as defined belowi.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the per share exercise price aggregate fair market value of the Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole specified number of shares subject to Converted Warrant Shares (i.e., the Warrant. number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional ordinary shares shall be issuable upon exercise of the Conversion Right, and and, if the number of ordinary shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation Company shall pay to the Holder holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined belowhereinafter defined). Shares For purposes of Section 10 of this Warrant, ordinary shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the this Warrant.

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to require the Company to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Common Stock registered for public sale under the Act, and any applicable state blue sky laws ("Registered Shares") in connection with or at any time following the completion of a Public Offering by the Company, at the election of the Holder, as provided in this Section 2 at any time or from time to time during the Exercise Period4. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares")Right, the Corporation Company shall deliver to the Holder (without payment by the Holder of any exercise price or any cash or other considerationExercise Price) that number of shares Registered Shares of fully paid and nonassessable Common Stock computed using equal to the following formula: X = Y (A - B) --------- A Where X = the maximum number of shares issuable upon exercise of this Warrant at the time of exercise of the Conversion Right times the quotient obtained by dividing (a) the value of this Warrant at the time the Conversion Right is exercised (determined by subtracting the Exercise Price in effect immediately prior to the exercise of the Conversion Right from the Fair Market Value of one share of Common Stock issuable upon exercise of this Warrant immediately prior to the exercise of the Conversion Right) by (b) the Fair Market Value of one share of Common Stock immediately prior to the exercise of the Conversion Right; provided, however, that there shall be no Conversion Right at any time when the Exercise Price is greater than the Fair Market Value of one share of Common Stock. The Holder hereof agrees that the Company may, in lieu of registering additional shares of Common Stock to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Common Stock fulfill its obligations hereunder, acquire registered shares listed on the Conversion Date any national securities exchange or quoted on NASDAQ NMS (as defined below) B = the per share 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 shares subject to the Warrant. 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 Corporation shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share or on the Conversion Date NASDAQ (as defined below). Shares issued pursuant ) to provide to the Conversion Right shall be treated as if they were issued upon the exercise of the WarrantHolder on any conversion.

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 of Common Stock as provided in this Section 2 11.2 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 Common Stock computed using as is determined according to the following formula: X = B - A Y (A - B) --------- A Where Where: X = the number of shares of Common Stock Shares that shall be issued to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share Share A = the aggregate Warrant Price of the Corporation's Common Stock on specified number of Shares immediately prior to the exercise of the Conversion Date Right (as defined belowi.e., the number of Shares multiplied by the Warrant Price) B = the per share exercise price aggregate fair market value of the Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole specified number of shares subject to Shares (i.e., the Warrant. number of Shares multiplied by the fair market value of one Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation Company shall pay to the Holder holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined belowhereinafter defined). Shares For purposes of Section 11 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 of Common Stock Shares as provided in this Section 2 9.1 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares Shares subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 Common Stock computed using as is determined according to the following formula: X = B-A Y (A - B) --------- A Where Where: X = the number of shares of Common Stock that shall be issued to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Common Stock on A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Date Right (as defined belowi.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the per share exercise price aggregate fair market value of the Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole specified number of shares subject to Converted Warrant Shares (i.e., the Warrant. 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 and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation Company shall pay to the Holder holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined belowhereinafter defined). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.For purposes of

Right to Convert. In addition to and without limiting the rights of the Holder Xxxxxxxxxx Securities under the terms of this Warrant, the Holder Xxxxxxxxxx Securities shall have the right to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Common Series D Preferred Stock as provided in this Section 2 2.2 at any time or from time to time during prior to the Exercise PeriodExpiration Date. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation Company shall deliver to the Holder Xxxxxxxxxx Securities (without payment by the Holder Xxxxxxxxxx Securities of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Series D Preferred Stock computed using the following formula: X = Y (A - B) --------- A Where Where: X = the number of shares of Common Series D Preferred Stock to be delivered to the holder Xxxxxxxxxx Securities Y = the number of Converted Warrant Shares A = the per share fair market value of one share of the Corporation's Common Series D Preferred Stock on the Conversion Date (as defined below) B = the per share exercise price 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 shares subject to the Warrant. 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 Corporation Company shall pay to the Holder Xxxxxxxxxx Securities an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock computed using the following formula: X = Y (A - – B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value (as determined by Section 3.3 below) of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Purchase Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "”Converted Warrant Shares"”), the Corporation Company shall deliver to the Holder (without payment by the Holder of any exercise price or any an cash or other consideration) that number of shares of fully paid and nonassessable shares of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value (as determined by Section 3.3 below) of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Purchase Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to convert this Warrant or any portion thereof (the "Conversion RightCONVERSION RIGHT") into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant Shares (the "Converted Warrant SharesCONVERTED WARRANT SHARES"), the Corporation 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 of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the CorporationCompany's Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Exercise Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the WarrantWarrant Shares. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 of Common Stock as provided in this Section 2 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- ----- A Where X = the number of shares of Common Stock to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 hereof (the "Conversion Right") into ---------------- shares of Common Stock or Warrant Stock as provided in this Section 2 at any time or from time to time during the Exercise Period7. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "Converted Warrant ----------------- Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common or Warrant Stock to be delivered equal to the holder Y = quotient obtained by dividing (x) the number value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof ), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares A = 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 the Corporation's Common Stock or Warrant Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrantherein defined). 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 Corporation 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 defined belowherein defined). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In If at the time of exercise of this Warrant there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the Warrant Shares to the Holder, then in addition to and without limiting the rights of the Holder under the terms of this Warrant, subject to Section 10, the Holder shall have the right to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common Stock Warrant Shares as provided in this Section 2 9.1 at any time or from time to time during beginning on the Exercise Periodday following the six-month anniversary of the date of issuance. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant Shares (the "“Converted Warrant Shares"”), the Corporation 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 Common Stock computed using Warrant Shares as is determined according to the following formula: X = Y (A - x B) --------- - (A Where X x C) Where: A = the total number of shares with respect to which this Warrant is then being exercised; B = the Weighted Average Price of the shares of Common Stock to be delivered to on the holder Y Trading Day immediately preceding the date of the Exercise Notice; and C = the number of Converted Warrant Price then in effect for the applicable Warrant Shares A = at the fair market value time of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrantsuch exercise. No fractional shares shall be issuable upon exercise of the Conversion Right, and and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation Company shall pay to the Holder a cash adjustment in respect of such final fraction in an amount in cash equal to such fraction multiplied by the fair market value Warrant Price. For purposes of the resulting fractional share on the Conversion Date (as defined below). Shares this Section 9, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 thereof, (the "Conversion “Net Exercise Right"”) into shares of Common Stock as provided in this Section 2 6 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Net Exercise Right with respect to a particular number of shares of Common Stock subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock equal to the (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 using the following formulaas follows: X = (B-A) Y (A - B) --------- A Where B Where: X = the number of shares of Common Stock that may be issued to be delivered to the holder Y = the number of shares of Common Stock that are being surrendered pursuant to this Net Exercise Right (i.e., the Converted Warrant Shares Shares) A = the fair market value Warrant Exercise Price per share B = the Common Stock Value of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Net Exercise Right, and and, if the number of shares of Common Stock issued or to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation 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 defined below)Common Stock. Shares For purposes of this Section 6, shares issued pursuant to the Conversion Net Exercise Right shall be treated as if they were issued upon the exercise of the 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 thereof, (the "Conversion “Net Exercise Right"”) into shares of Common Stock as provided in this Section 2 6 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Net Exercise Right with respect to a particular number of shares of Common Stock subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock equal to the (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 using the following formulaas follows: X = (B – A) Y (A - B) --------- A Where B Where: X = the number of shares of Common Stock that may be issued to be delivered to the holder Y = the number of shares of Common Stock that are being surrendered pursuant to this Net Exercise Right (i.e., the Converted Warrant Shares Shares) A = the fair market value Warrant Exercise Price per share B = the Common Stock Value of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Net Exercise Right, and and, if the number of shares of Common Stock issued or to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation 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 defined below)Common Stock. Shares For purposes of this Section 6, shares issued pursuant to the Conversion Net Exercise Right shall be treated as if they were issued upon the exercise of the 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 of Common Stock as provided in this Section 2 10.2 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 Common Stock computed using as is determined according to the following formula: X = B - A Y (A - B) --------- A Where Where: X = the number of shares of Common Stock Shares that shall be issued to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share Share A = the aggregate Warrant Price of the Corporation's Common Stock on specified number of Shares immediately prior to the exercise of the Conversion Date Right (as defined belowi.e., the number of Shares multiplied by the Warrant Price) B = the per share exercise price aggregate fair market value of the Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole specified number of shares subject to Shares (i.e., the Warrant. number of Shares multiplied by the fair market value of one Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation Company shall pay to the Holder holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined belowhereinafter defined). Shares 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 the 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 of Common the Preferred Stock as provided in this Section 2 2.5 at any time or from time to time during the Exercise PeriodPeriod after the initial creation and issuance of the Preferred Stock. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Preferred Stock computed using the following formula: X S = Y T (A U - BV) --------- A U Where X S = the number of shares of Common the Preferred Stock to be delivered to the holder Y Holder T = the number of Converted Warrant Shares A U = the per share fair market value of one share the Preferred Stock (after adjusting back out for any of the Corporation's Common Stock adjustments set forth in Section 4 hereof) on the Conversion Date (as defined below) B *V = $5.00. * The parties hereto acknowledge that this in no way is an attempt to identify the per share exercise price fair market value of shares of the Preferred Stock, but is rather an arbitrary assignment of value for the purposes of this Warrant (as adjusted to the Conversion Date) only. The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant Shares (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock computed using the following formula: X = Y (A Y(A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Company’s Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Exercise Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the WarrantWarrant Shares. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the this Warrant.

Right to Convert. In addition to and without limiting the ---------------- rights of the Holder under the terms of this Warrant, if the Current Market Value (as defined below) 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 of Class B Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 2 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Class B Common Stock computed using the following formula: X = Y (A - B) --------- A Where where: X = the number of shares of Class B Common Stock to be delivered to the holder Holder; Y = the number of Converted Warrant Shares Shares; A = the fair market value Current Market Value (as defined below) of one share of the CorporationCompany's Common Stock on the Conversion Date (as defined below) Date; and B = the per share exercise price of the Warrant Exercise Price (as adjusted to of the Conversion Date) ). The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation Company shall pay to the Holder an amount in cash equal to the fair market value Current Market Value (as defined below) of the resulting fractional share on the Conversion Date (as defined below)Date. Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition Subject to and without limiting the rights of the Holder under the terms of this Warrantvesting restrictions set forth in Section 2.2 hereof, the Holder shall have the right to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Company’s Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Purchase Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 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 of Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 2 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the CorporationCompany's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 of Common the Preferred Stock as provided in this Section 2 2.5 at any time or from time to time during the Exercise PeriodPeriod after the initial creation and issuance of the Preferred Stock. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Preferred Stock computed using the following formula: X S = Y T (A U - BV) --------- A U Where X S = the number of shares of Common the Preferred Stock to be delivered to the holder Y = Holder T the number of Converted Warrant Shares A = U the per share fair market value of one share the Preferred Stock (after adjusting back out for any of the Corporation's Common Stock adjustments set forth in Section 4 hereof) on the Conversion Date (as defined below) B *V = $5.00. * The parties hereto acknowledge that this in no way is an attempt to identify the per share exercise price fair market value of shares of the Preferred Stock, but is rather an arbitrary assignment of value for the purposes of this Warrant (as adjusted to the Conversion Date) only. The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 of Common Series B Preferred Stock as provided in this Section 2 at any time or from time to time during the Exercise Periodterm of the Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Series B Preferred Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Series B Preferred Stock to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the CorporationCompany's Common Series B Preferred Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. 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 Corporation 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 defined below)Date. Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition to and without limiting the rights of the Holder Warrantholder under the terms of this the Warrant, the Holder Warrantholder shall have the right to convert this the Warrant or any portion thereof (the "Conversion Right") into shares of Common Series D Preferred Stock as provided in this Section 2 Paragraph 3 at any time or from time to time during the Exercise Periodterm of the Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation Company shall deliver to the Holder Warrantholder (without payment by the Holder Warrantholder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Series D Preferred Stock computed using the following formula: X = Y (A Y(A - B) --------- -------- A Where X = X= the number of shares of Common Series D Preferred Stock to be delivered issued to the holder Warrantholder Y = the number of Converted Warrant Shares A = the fair market value of one share of the CorporationCompany's Common Series D Preferred Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.other

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "”Converted Warrant Shares"”), the Corporation Company shall deliver to the Holder (without payment by the Holder of any exercise price or any an cash or other consideration) that number of shares of fully paid and nonassessable shares of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value (as determined by Section 3.3 below) of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Purchase Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares Approved 10/11/01 issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 of Common Stock as provided in this Section 2 2.5 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X S = Y T (A U - BV) --------- A ------------- U Where X S = the number of shares of Common Stock to be delivered to the holder Y Holder T = the number of Converted Warrant Shares A U = the per share fair market value of one share the Common Stock (after adjusting back out for any of the Corporation's Common Stock adjustments set forth in Section 4 hereof) on the Conversion Date (as defined below) B *V = $0.48. * The parties hereto acknowledge that this in no way is an attempt to identify the per share exercise price fair market value of shares of Common Stock, but is rather an arbitrary assignment of value for the purposes of this Warrant (as adjusted to the Conversion Date) only. The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 Common Stock as provided in this Section 2 at any time or from time to time during the Exercise Period1(b). Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant Shares (the "“Converted Warrant Shares"”), the Corporation 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 Common Stock computed using Shares as is determined according to the following formula: X = B - A Y (A - B) --------- A Where Where: X = the number of shares of Common Stock to Shares that may be delivered issued to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Common Stock on A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Date Right (as defined belowi.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the per share exercise price aggregate fair market value of the Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole specified number of shares subject to converted Warrant Shares (i.e., the Warrant. number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Shares) No fractional shares shall be issuable upon exercise of the Conversion Right, and and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, then the Corporation shall pay to the Holder an amount in cash equal to the fair market value number of the resulting fractional share on the Conversion Date (as defined below). Shares issued pursuant to upon exercise of the Conversion Right shall be treated as if they were issued upon rounded down to the exercise of the Warrantnearest whole number.

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 of Common Stock as provided in this Section 2 1.5 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A X= Y(A - B) --------- ------- A Where X = X= the number of shares of Common Stock to be delivered to the holder Y = Holder Y= the number of Converted Warrant Shares A = A= the per share fair market value of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = B= the per share exercise price of the Warrant Exercise Price (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to convert this Warrant or any portion thereof (the "Conversion RightCONVERSION RIGHT") into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant SharesCONVERTED WARRANT SHARES"), the Corporation 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 of Common Stock computed using the following formula: X = Y (A - B) --------- ---------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the CorporationCompany's Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Purchase Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition to and without limiting the rights ---------------- of the Holder under the terms of this Warrant, if the Current Market Value (as defined below) 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 ---------------- of Class B Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 2 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted --------- Warrant Shares"), the Corporation 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 Class B Common Stock computed using the following formula: X = Y (A - B) --------- A Where where: X = the number of shares of Class B Common Stock to be delivered to the holder Holder; Y = the number of Converted Warrant Shares Shares; A = the fair market value Current Market Value (as defined below) of one share of the CorporationCompany's Common Stock on the Conversion Date (as defined below) Date; and B = the per share exercise price of the Warrant Exercise Price (as adjusted to of the Conversion Date) ). The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation Company shall pay to the Holder an amount in cash equal to the fair market value Current Market Value (as defined below) of the resulting fractional share on the Conversion Date (as defined below)Date. Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 (the "Conversion RightCONVERSION RIGHT") into shares of Common Stock as provided in this Section 2 11.2 at any time or from time to ------------ time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "Converted Warrant SharesCONVERTED WARRANT SHARES"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered equal to the holder Y = quotient obtained by dividing (i) the number of Converted Warrant Shares A = the fair market value of one share of this Warrant (or the Corporation's Common Stock specified portion hereof) on the Conversion Date (as defined belowin Section 11(b) B = hereof), ------------- which value shall be equal to (A) the per share exercise price aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (as adjusted or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one (1) share of Common Stock on the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation Company shall pay to the Holder holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the WarrantDate.

Right to Convert. In addition (a) Subject to and without limiting the rights provisions of Section 1.1, at any time or from time on or prior to the Holder under Expiration Date, the terms holder of this Warrant, the Holder Warrant shall also have the right to convert this Warrant or any portion thereof (the "Conversion Right") ), without payment by the holder of this Warrant of the Exercise Price in cash or any other consideration (other than the surrender of rights to receive Warrant Shares hereunder), into shares of Common Stock as provided in this Section 2 at any time or from time to time during the Exercise Period1.2. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant Shares (the "Converted Warrant Shares"), the Corporation Company shall deliver to the Holder holder of this Warrant (without payment by the Holder holder of any exercise price this Warrant of the Exercise Price in cash or any cash or other considerationconsideration (other than the surrender of rights to receive Warrant Shares hereunder)) that number of shares of fully paid and nonassessable Common Stock computed using the following formula: X [OBJECT OMITTED] N = Y CWS * (A CMP - BEP) --------- A Where X CMP Where: N = the number of shares of Common Stock to be delivered issued to the holder Y holder; CWS = the Converted Warrant Shares, which is either (1) the total number of Converted shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, (2) the portion of the Warrant Shares A being exercised and canceled (as of the Conversion Date as defined by Section 1.2(b)); CMP = the fair market value Current Market Price of one share of the Corporation's Common Stock on the Conversion Date Stock, as defined in Section 1.2(c) (as defined below) B = the per share exercise price of the Warrant (as adjusted to the Conversion Date) The ); and EP = Exercise Price (as of the Conversion Right may only be exercised with respect to a whole number of shares subject to the WarrantDate). No fractional shares Warrant Shares shall be issuable upon exercise of the Conversion Right, and if the number of shares Warrant Shares to be issued determined in accordance with the foregoing above formula is other than a whole number, the Corporation Company shall pay to the Holder holder of this Warrant an amount in cash equal to the fair market value Current Market Price of the resulting fractional share Warrant Share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 of Common Preferred Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Preferred Stock computed using the following formula: X = Y (A - B) --------- -------------- A Where X = the number of shares of Common Preferred Stock to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the CorporationCompany's Common Preferred Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 RightCONVERSION RIGHT") into shares of Common Stock as provided in this Section 2 10.2 at any time or from time to ------------ time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "Converted Warrant SharesCONVERTED WARRANT SHARES"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered equal to the holder Y = quotient obtained by dividing (i) the number of Converted Warrant Shares A = the fair market value of one share of this Warrant (or the Corporation's Common Stock specified portion hereof) on the Conversion Date (as defined belowin Section 10.2(b) B = hereof), --------------- which value shall be equal to (A) the per share exercise price aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (as adjusted or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one (1) share of Common Stock on the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the WarrantDate.

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 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 of Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 2 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- ---------- A Where X = the number of shares of Common Stock to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the CorporationCompany's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

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 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 of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 2 10.2 at any time or from time to time during the Exercise Periodterm. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 Series Preferred (or Common Stock computed using if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = Y (A - Y(A-B) --------- A Where Where: X = the number of shares of Common Stock Series Preferred to be delivered issued to the holder under this Section 10.2 Y = the number of Converted shares of Series Preferred purchasable under the Warrant Shares 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 of Series Preferred (at the Corporation's Common Stock on the Conversion Date (as defined belowdate of such calculation) B = the per share exercise price of the Warrant Price (as adjusted to the Conversion Datedate of such calculation) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation Company shall pay to the Holder holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined belowhereinafter defined). Shares For purposes of Section 10.2 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 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 of Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 2 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the CorporationCompany's Common Stock on the Conversion Date (as defined below) B = the per share exercise price Purchase Price of the Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.

Right to Convert. In addition (a) Subject to and without limiting the rights provisions of Section 1.1, at any time or from time on or prior to the Holder under Expiration Date, the terms holder of this Warrant, the Holder Warrant shall also have the right to convert this Warrant or any portion thereof (the "Conversion RightCONVERSION RIGHT") ), without payment by the holder of this Warrant of the Exercise Price in cash or any other consideration (other than the surrender of rights to receive Warrant Shares hereunder), into shares of Common Stock as provided in this Section 2 at any time or from time to time during the Exercise Period1.2. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant Shares (the "Converted Warrant SharesCONVERTED WARRANT SHARES"), the Corporation Company shall deliver to the Holder holder of this Warrant (without payment by the Holder holder of any exercise price this Warrant of the Exercise Price in cash or any cash or other considerationconsideration (other than the surrender of rights to receive Warrant Shares hereunder)) that number of shares of fully paid and nonassessable Common Stock computed using the following formula: X = Y (A - Y(A-B) --------- ------ X= A Where X = equals the number of shares of Common Stock Shares to be delivered to the holder upon exercise in accordance with this Section 1.2 Y = equals the number of Converted Warrant Shares A = equals the fair market value of one share of the Corporation's Common Stock on the Conversion Date (Current Market Price, as defined below) , and B = equals the per share 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 shares subject to the Warrant. applicable Exercise Price No fractional shares Warrant Shares shall be issuable upon exercise of the Conversion Right, and if the number of shares Warrant Shares to be issued determined in accordance with the foregoing following formula is other than a whole number, the Corporation Company shall pay to the Holder holder of this Warrant an amount in cash equal to the fair market value Current Market Price of the resulting fractional share Warrant Share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 thereof, (the "Conversion “Net Exercise Right"”) into shares of Common Warrant Stock as provided in this Section 2 10 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Net Exercise Right with respect to a particular number of shares of Warrant Stock subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Warrant Stock to be delivered equal to the holder Y = the number of (Y) Converted Warrant Shares A = multiplied by the quotient obtained by dividing the result of (B) fair market value of one share of Warrant Stock less (A) the Warrant Exercise Price per share by (B) the fair market value of one share of the Corporation's Common Warrant Stock all on the Conversion Date (as defined below) B = the per share exercise price of the Warrant (herein defined). Expressed as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional shares formula such conversion shall be issuable upon exercise of the Conversion Right, and if computed as follows: X = ( B - A B ) Y Where: X = the number of shares to of Warrant Stock that may be issued determined in accordance with to holder Y = the foregoing formula is other than a whole numbernumber of shares of Warrant Stock that are being surrendered pursuant to this Net Exercise Right (i.e., the Corporation shall pay to Converted Warrant Shares) A = the Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant.Warrant Exercise Price per share

Right to Convert. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the The Holder shall have the right to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant Shares (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Company’s Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Exercise Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the WarrantWarrant Shares. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the this Warrant.

Right to Convert. In addition (a) Subject to and without limiting the rights provisions of Section 1.1, at any time or from time on or prior to the Holder under Expiration Date, the terms holder of this Warrant, the Holder Warrant shall also have the right to convert this Warrant or any portion thereof (the "Conversion RightCONVERSION RIGHT") ), without payment by the holder of this Warrant of the Exercise Price in cash or any other consideration (other than the surrender of rights to receive Warrant Shares hereunder), into shares of Common Stock as provided in this Section 2 at any time or from time to time during the Exercise Period1.2. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant Shares (the "Converted Warrant SharesCONVERTED WARRANT SHARES"), the Corporation Company shall deliver to the Holder holder of this Warrant (without payment by the Holder holder of any exercise price this Warrant of the Exercise Price in cash or any cash or other considerationconsideration (other than the surrender of rights to receive Warrant Shares hereunder)) that number of shares of fully paid and nonassessable Common Stock computed using the following formula: Y(A-B) X = Y (A - B) --------- ------ A Where X = equals the number of shares of Common Stock Shares to be delivered to the holder upon exercise in accordance with this Section 1.2 Y = equals the number of Converted Warrant Shares A = equals the fair market value of one share of the Corporation's Common Stock on the Conversion Date (Current Market Price, as defined below) , and B = equals the per share 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 shares subject to the Warrant. applicable Exercise Price No fractional shares Warrant Shares shall be issuable upon exercise of the Conversion Right, and if the number of shares Warrant Shares to be issued determined in accordance with the foregoing following formula is other than a whole number, the Corporation Company shall pay to the Holder holder of this Warrant an amount in cash equal to the fair market value Current Market Price of the resulting fractional share Warrant Share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 of Common Stock as provided in this Section 2 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using the following formula: X = Y (A - B) --------- ------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant (as adjusted to the Conversion Date, if applicable, as provided herein) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the 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 of Common Stock as provided in this Section 2 3 at any time or from time to time during the Exercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock computed using the following formula: X = Y (A X=Y(A - B) --------- A Where X = the number of shares of Common Stock to be delivered to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Company’s Common Stock on the Conversion Date (as defined below) B = the per share exercise price of the Warrant Purchase Price (as adjusted to through the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. 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 Corporation 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 defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of 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 (the "Conversion RightCONVERSION RIGHT") into shares of Common Stock as provided in this Section 2 10.2 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "Converted Warrant SharesCONVERTED WARRANT SHARES"), the Corporation 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 Common Stock computed using equal to the following formula: X = Y quotient obtained by dividing (A - i) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be equal to (A) 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 less (B) --------- A Where X = the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the 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 be delivered to the holder Y = the number Fair Market Value (FMV) of Converted Warrant Shares one (1) share of Common Stock A = the fair market value of one share of the Corporation's Common Stock on the Conversion Date aggregate FMV (as defined belowi.e., FMV x Converted Warrant Shares) B = the per share exercise price of the aggregate Warrant Price (as adjusted to the Conversion Datei.e., Converted Warrant Shares x Warrant Price) The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation Company shall pay to the Holder holder an amount in cash equal to the fair market value Fair Market Value of the resulting fractional share on the Conversion Date (as defined below). Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of the WarrantDate.

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 of Common Stock as provided in this Section 2 10.2 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the this Warrant (the "Converted Warrant Shares"), the Corporation 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 Common Stock computed using as is determined according to the following formula: X = X= B-A ----- Y (A - B) --------- A Where Where: X = the number of shares of Common Stock to that shall be delivered issued to the holder Holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share exercise price aggregate fair market value of the Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole specified number of shares subject to Converted Warrant Shares (i.e. the Warrant. 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 and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation 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 defined belowhereinafter defined). Shares For purposes of Section 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. The number of Shares which may be acquired upon exercise of the WarrantWarrant 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 thereof, (the "Conversion “Net Exercise Right"”) into shares of Common Stock as provided in this Section 2 6 at any time or from time to time during the Exercise Periodterm of this Warrant. Upon exercise of the Conversion Net Exercise Right with respect to a particular number of shares of Common Stock subject to the this Warrant (the "“Converted Warrant Shares"”), the Corporation 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 of Common Stock computed using equal to the following formula: X = Y (A - Y) Converted Warrant Shares multiplied by the quotient obtained by dividing the result of (B) --------- A Where 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: Where: X = the number of shares of Common Stock that may be issued to be delivered to the holder Y = the number of shares of Common Stock that are being surrendered pursuant to this Net Exercise Right (i.e., the Converted Warrant Shares Shares) A = the fair market value Warrant Exercise Price per share B = the Common Stock Value of one share of the Corporation's Common Stock on the Conversion Date (as defined below) B = the per share 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 shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Net Exercise Right, and and, if the number of shares of Common Stock issued or to be issued determined in accordance with the foregoing formula is other than a whole number, the Corporation 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 defined below)Common Stock. Shares For purposes of this Section 6, shares issued pursuant to the Conversion Net Exercise Right shall be treated as if they were issued upon the exercise of the this Warrant.