Common use of WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK Clause in Contracts

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater of (i) seven (7) years from the Effective Date or (ii) two (2) years from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for until the greater earlier of (i) seven (7) 10 years from the Effective Date or (ii) two (2) years from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two five (25) times the aggregate Exercise Price (as adjusted). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater a period of ten (i) seven (710) years from the Effective Date or (ii) two (2) years from the effective date of Your initial public offeringup to and including September 27, 2022. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted)Market. No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater of a period often (i) seven (710) years from the Effective Date or (ii) two (2) years from the effective date of Your initial public offeringup to and including December 31, 2020. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted)Market. No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for until the greater later of (i) seven (7) 7 years from the Effective Date or (ii) two (2) 5 years from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater a period of ten (i) seven (710) years from the Effective Date or (ii) two (2) years from the effective date of Your initial public offeringup to and including December 31, 2020. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted)Market. No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater of (i) seven (7) 7 years from the Effective Date or (ii) two (2) 5 years from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange one or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists more of (i) cash or (ii) stock that is if Your are acquired by a publicly traded on a recognized public exchange or on the NASDAQ National Market acquirer and the total per share consideration of the publicly traded Warrant stock (or other publicly traded securities issuable upon exercise of this Warrant) is equal to or greater than two three (23) times the aggregate Exercise Price (as adjusted). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.. In such Merger Event, if the consideration to be received by Us does not consist of cash or publicly traded stock that is traded on a recognized public exchange or the publicly traded stock is less than three (3) times the aggregate Exercise Price and We have not elected to exercise Our rights under this Warrant Agreement, then You may, at Your sole discretion, pay Us a sum equal to three (3) times the Exercise Price for each share exercisable under this Warrant Agreement in exchange for the cancellation of this Warrant Agreement upon the consummation of the Merger Event

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater of (i) seven (7) 7 years from the Effective Date or (ii) two (2) 5 years from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall automatically be automatically and fully deemed to be exercised in full via the net issuance method described below (in the manner set forth in Section 3, without surrender any further action on behalf of the Warrant Agreement) Us upon the occurrence of a Merger Event, as defined below, with a Person that who is not one of Your affiliates, affiliates in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Global or Global Select Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted)) . No Not less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event). Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other reasonably related documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (dc) upon request, by Us any other reasonably related information reasonably necessary to an informed evaluation of Our rights under this Warrant Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for (i) the greater of (iA) seven (7) 7 years from the Effective Date or (iiB) two (2) 5 years from the effective date of Your initial public offeringoffering or (ii) until terminated by virtue of its automatic exercise pursuant to the next paragraph. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall automatically be automatically and fully deemed to be exercised in full via the net issuance method described below (in the manner set forth in Section 3, without surrender any further action on behalf of the Warrant Agreement) Us upon the occurrence of a Merger Event, as defined below, with a Person that who is not one of Your affiliates, affiliates in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two one and one tenths (21.1) times the aggregate Exercise Price (as adjusted). No Not less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event). Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (dc) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Warrant Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater of (i) seven (7) 7 years from the Effective Date or (ii) two (2) 5 years from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of immediately prior to the Warrant Agreement) upon the occurrence consummation of a Merger Event, Event (as defined below, in Section 4 hereof) if such Merger Event is with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, Market and upon consummation of the such Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash and the cash consideration payable per share of Warrant Stock exceeds the Exercise Price or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration due upon the consummation of such Merger Event is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). In the event the consideration received by holders of Warrant Stock in such Merger Event is all cash and the cash consideration payable per share of Warrant Stock does not exceed the Exercise Price, this Warrant Agreement shall terminate, unless exercised prior to such Merger Event. No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin on the Effective Date, Date and shall be available for the greater of (i) seven (7( ) years from the Effective Date or through and including , and (ii) two (2) years from after the effective date closing of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock of a class that is traded listed on a recognized public exchange or on the NASDAQ National Marketnational exchange, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock of a class that is traded listed on a recognized public national exchange or on the NASDAQ National Market and the total per share value of such stock consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). Further notwithstanding anything to the contrary contained herein, if the per share value of the consideration payable to holders of the Warrant Stock upon the consummation of a Merger Event in cash is less than the Exercise Price (as adjusted) and We have not elected to exercise this Warrant Agreement, then this Warrant Agreement shall automatically terminate as of in connection with the consummation of such Merger Event and shall be of no further force and effect (unless exercised by Us in connection with such Merger Event). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater of (i) seven (7) 7 years from the Effective Date or (ii) two (2) 5 years from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement. Notwithstanding anything to the contrary contained herein, if the per share value of the consideration payable to holders of the Warrant Stock upon the consummation of a Merger Event in cash is less than the Exercise Price (as adjusted) and we have not elected to exercise this Warrant Agreement, then this Warrant Agreement shall automatically terminate as of immediately prior to the consummation of such Merger Event and shall be of no further force and effect unless exercised by Us in connection with such Merger Event.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for until the greater of (i) seven (7) 7 years from the Effective Date or (ii) two (2) years 1 year from the effective date of Your initial public offering. , but in no event longer than 12 years from the Effective Date Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater of (i) seven (7) 7 years from the Effective Date or (ii) two (2) 5 years from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock Warrant (Loan) 0970-W-01 2 that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater of (i) seven (7) years from the Effective Date or (ii) two (2) years from the effective date of Your initial public offeringthrough and including May 13, 2017. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common capital stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) solely for cash or (ii) any combination of cash and stock that is traded on a recognized public exchange or on the NASDAQ National Market where the combined value of such cash and the stock equates to a total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted)Price. No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with with, to the extent available or existing, a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreementagreement (or an executed merger agreement to the extent not previously provided), (b) any other applicable documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater lesser of (i) seven (7) 8 years from the Effective Date or (ii) two (2) years 1 year from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon immediately prior to the occurrence consummation of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or and/or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration in this clause (ii) is equal to or greater than two one-and-a-half (21.5) times the aggregate Exercise Price (as adjusted). No less than ten five (105) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreementagreement (or the latest version of the merger agreement if such agreement has not yet been executed and a copy of the executed merger agreement once signed), or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement. Notwithstanding anything to the contrary contained herein, if the per share value of the consideration payable to holders of the Warrant Stock upon the consummation of a Merger Event in cash (in clause (i) above) is less than the Exercise Price (as adjusted) and We have not elected to exercise this Warrant Agreement, then this Warrant Agreement shall automatically terminate as of immediately prior to the consummation of such Merger Event and shall be of no further force and effect unless exercised by Us in connection with such Merger Event.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater earlier of (i) seven (7) 10 years from the Effective Date or (ii) two (2) years 1 year from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of immediately prior to the Warrant Agreement) upon the occurrence effectiveness of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, that upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (ix) cash or (iiy) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). In the event the stock consideration to be paid in (y) above is less than two (2) times the aggregate Exercise Price (as adjusted) and We have not elected to exercise Our rights under this Warrant Agreement, then You may, at Your sole discretion, pay Us a sum equal to one (1) time the Exercise Price for each share exercisable under this Warrant Agreement in exchange for the cancellation of this Warrant Agreement upon the consummation of such Merger Event. No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin on the Effective Date, Date and shall be available for the greater of ____ (i) seven (7___) years from the Effective Date or (ii) two (2) years from the effective date of Your initial public offeringthrough and including ____________. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock of a class that is traded listed on a recognized public exchange or on the NASDAQ National Marketnational exchange, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock of a class that is traded listed on a recognized public national exchange or on the NASDAQ National Market and the total per share value of such stock consideration is equal to or greater than two ____ (2__) times the aggregate Exercise Price (as adjusted). Further notwithstanding anything to the contrary contained herein, if the per share value of the consideration payable to holders of the Warrant Stock upon the consummation of a Merger Event in cash is less than the Exercise Price (as adjusted) and We have not elected to exercise this Warrant Agreement, then this Warrant Agreement shall automatically terminate as of in connection with the consummation of such Merger Event and shall be of no further force and effect (unless exercised by Us in connection with such Merger Event). No less than ten ____ (10__) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK. The term of this Warrant Agreement and Our our right to purchase Warrant Stock will begin on the Effective Date, and shall be available for the greater lesser of (i) seven (7) 10 years from the Effective Date or (ii) two (2) years 1 year from the effective date of Your initial public offering. Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of immediately prior to the Warrant Agreement) upon the occurrence effectiveness of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, that upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (ix) cash or (iiy) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). In the event the stock consideration to be paid in (y) above is less than two (2) times the aggregate Exercise Price (as adjusted) and We have not elected to exercise Our rights under this Warrant Agreement, then You may, at Your sole discretion, pay Us a sum equal to one (1) time the Exercise Price for each share exercisable under this Warrant Agreement in exchange for the cancellation of this Warrant Agreement upon the consummation of such Merger Event. No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.