4:00 p.m. Uses in Fair Market Value Clause

Fair Market Value

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW, OR SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION CAN BE MADE IN COMPLIANCE WITH RULE 144 OF THE ACT, OR IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

Fair Market Value. (a) If the Companys common stock is then listed or quoted on a Trading Market, the fair market value of each Share shall be the average of the daily volume weighted average trading price of a Share for the fifteen (15) Trading Days immediately prior to the date on which Holder delivers its Notice of Exercise to the Company (the 15-Day Trailing Average Price) on the principal Trading Market on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if the National Association of Securities Dealers, Inc. OTC Bulletin Board (the OTC Bulletin Board) is not a Trading Market, the fair market value of each Share shall be the 15-Day Trailing Average Price on the OTC Bulletin Board, (c) if the Shares are not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Shares are then reported in the Pink Sheets published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the fair market value of each Share shall be the most recent bid price per share of Shares so reported. Trading Market means any of the following markets or exchanges on which the Shares are or have most recently been listed or quoted for trading on the date in question: the NYSE AMEX, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing). In the event of an exercise in connection with an Acquisition, the fair market value of a Share shall be the value to be received per Share by all holders of such Shares in such transaction. If the Companys common stock is not traded in a public market and other than in the event of an exercise in connection with an Acquisition, the Board of Directors of the Company shall determine the fair market value in its reasonable good faith judgment.

Fair Market Value from Warrant to Purchase Stock

This Warrant is issued in connection with the Credit and Security Agreement by and among Midcap Financial SBIC, LP, as administrative agent, the Lenders listed on the Credit Facility Schedule thereto and otherwise party thereto from time to time and the Company and the other entities shown as signatories thereto, dated as of April 3, 2013, as amended from time to time (the Loan Agreement).

Fair Market Value. Fair Market Value shall mean, with respect to one Share for any date, the price determined by the first of the following clauses that applies: (a) if the Shares are then listed or quoted on a Trading Market, the average of the daily volume weighted average trading price of a Share for the ten (10) Trading Days immediately prior to such date (the 10-Day Trailing Average Price) on the principal Trading Market on which the Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:00 p.m. (New York City time)), (b) if the National Association of Securities Dealers, Inc. OTC Bulletin Board (the OTC Bulletin Board) is not a Trading Market, the 10-Day Trailing Average Price on the OTC Bulletin Board, (c) if the Shares are not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Shares are then reported in the Pink Sheets published by Pink OTC Markets, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Shares so reported, or (d) as reasonably determined by the Board of Directors of the Company in good faith (provided, that in the event Holders conversion right under Article 1.2 is exercised or deemed exercised in connection with an Acquisition, the Fair Market Value shall be determined based upon the cash and fair market value of any securities and other consideration as would have been paid for or in respect of each Share issuable (as of immediately prior to the closing of the Acquisition) upon exercise of this Warrant as if such Share had been issued and outstanding on and as of the closing of such Acquisition).

Fair Market Value from Employee Stock Purchase Plan

Fair Market Value. of a share of Class A Common Stock as of a given date shall mean (i) the average of the closing prices of the sales of Class A Common Stock on the trading date previous to such date on all national securities exchanges on which such securities may at the time be listed, or, if there have been no sales on any such exchange on the trading date previous to such date, the average of the highest bid and lowest asked prices on all such exchanges at the close of business on the trading day previous to such date, or (ii) if on any date no such shares of Class A Common Stock are so listed, the last sales price quoted in the NASDAQ System as of 4:00 P.M., New York time on the trading date previous to such date, or (iii) if on any date such securities are not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on the trading date previous to such date in the domestic over-the-counter market as reported by the National Quotation Bureau Incorporated, or any similar successor organization, or (iv) if Class A Common Stock is not publicly traded or quoted or sold in the over-the-counter market, the fair market value of a share of Class A Common Stock as established by the Committee acting in good faith.

Fair Market Value from Form of Warrant

THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, _______________________ (the Holder) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the Company), upon the terms and conditions set forth herein, at any time or from time to time on or after __________, 2008 (the Initial Exercise Date) until 5:00 P.M. New York City local time on the fifth (5th) anniversary of the Initial Exercise Date (the Exercise Period), up to an aggregate of ______________ shares of common stock, par value $0.001 per share (the Common Stock), of the Company. This Warrant is initially exercisable at a price of $0.80 per share, subject to adjustment as described in th is Warrant. The term Exercise Price shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The Company may, in its sole discretion, reduce the then c

Fair Market Value. of a security shall mean, on any given day, shall mean the average of the closing prices of such securitys sales on all securities exchanges on which such security may at the time be listed on such day, or, if there has been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on such day such security is not so listed, the average of the representative bid and asked prices quoted on the over-the-counter bulletin board (the OTCBB) as of 4:00 P.M., New York time, or, if on such day such security is not quoted on the OTCBB, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the Pink Sheet, LLC, or any similar successor organization. If a t any time such security is not listed on any securities exchange or quoted on the OTCBB or the over-the-counter market, the Fair Market Value shall be as determined by the Board of Directors of the Company in good faith, absent manifest error.

Fair Market Value from Warrant

THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, O. Lee Tawes, III (the Holder) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the Company), upon the terms and conditions set forth herein, at any time or from time to time on or after July 14, 2008 (the Initial Exercise Date) until 5:00 P.M. New York City local time on the fifth (5th) anniversary of the Initial Exercise Date (the Exercise Period), up to an aggregate of 312,500 shares of common stock, par value $0.001 per share (the Common Stock), of the Company. This Warrant is initially exercisable at a price of $0.80 per share, subject to adjustment as described in this Warrant. &nbs p;The term Exercise Price shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The Company may, in its sole discretion, reduce the then current Exer

Fair Market Value. of a security shall mean, on any given day, shall mean the average of the closing prices of such securitys sales on all securities exchanges on which such security may at the time be listed on such day, or, if there has been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on such day such security is not so listed, the average of the representative bid and asked prices quoted on the over-the-counter bulletin board (the OTCBB) as of 4:00 P.M., New York time, or, if on such day such security is not quoted on the OTCBB, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the Pink Sheet, LLC, or any similar successor organization. If a t any time such security is not listed on any securities exchange or quoted on the OTCBB or the over-the-counter market, the Fair Market Value shall be as determined by the Board of Directors of the Company in good faith, absent manifest error.

Fair Market Value from Warrant

THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, Eric Skae (the Holder) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the Company), upon the terms and conditions set forth herein, at any time or from time to time on or after October 23, 2008 (the Initial Exercise Date) until 5:00 P.M. New York City local time on the fifth (5th) anniversary of the Initial Exercise Date (the Exercise Period), up to an aggregate of 150,000 shares of common stock, par value $0.001 per share (the Common Stock), of the Company. This Warrant is initially exercisable at a price of $0.85 per share, subject to adjustment as described in this Warrant. The ter m Exercise Price shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The Company may, in its sole discretion, reduce the then current Exercise Price

Fair Market Value. of a security shall mean, on any given day, shall mean the average of the closing prices of such securitys sales on all securities exchanges on which such security may at the time be listed on such day, or, if there has been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on such day such security is not so listed, the average of the representative bid and asked prices quoted on the over-the-counter bulletin board (the OTCBB) as of 4:00 P.M., New York time, or, if on such day such security is not quoted on the OTCBB, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the Pink Sheet, LLC, or any similar successor organization. If a t any time such security is not listed on any securities exchange or quoted on the OTCBB or the over-the-counter market, the Fair Market Value shall be as determined by the Board of Directors of the Company in good faith, absent manifest error.

Fair Market Value from Warrant

THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, Eric Skae (the Holder) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the Company), upon the terms and conditions set forth herein, at any time or from time to time on or after March 20, 2009 (the Initial Exercise Date) until 5:00 P.M. New York City local time on the fifth (5th) anniversary of the Initial Exercise Date (the Exercise Period), up to an aggregate of 100,000 shares of common stock, par value $0.001 per share (the Common Stock), of the Company. This Warrant is initially exercisable at a price of $0.85 per share, subject to adjustment as described in this Warrant. The term Exercise Price shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The Company may, in its sole discretion, reduce the then current Exercise Price to

Fair Market Value. of a security shall mean, on any given day, shall mean the average of the closing prices of such securitys sales on all securities exchanges on which such security may at the time be listed on such day, or, if there has been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on such day such security is not so listed, the average of the representative bid and asked prices quoted on the over-the-counter bulletin board (the OTCBB) as of 4:00 P.M., New York time, or, if on such day such security is not quoted on the OTCBB, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the Pink Sheet, LLC, or any similar successor organization. If a t any time such security is not listed on any securities exchange or quoted on the OTCBB or the over-the-counter market, the Fair Market Value shall be as determined by the Board of Directors of the Company in good faith, absent manifest error.

Fair Market Value from Employee Stock Purchase Plan

The purpose of the Plan is to secure for the Company and its stockholders the benefits of the incentive inherent in the ownership of Common Stock by current and future Eligible Employees. The Plan is intended to comply with the provisions of Code Section 423 and shall be administered, interpreted and construed in accordance with such provisions.

Fair Market Value. means the volume weighted average price of the Common Stock on the date in question, reflecting composite trading between 9:30 a.m. and 4:00 p.m. EST (time) values">4:00 p.m. EST on such date, and as reported by The Bloomberg Professional Service on the MS Equity Volume At Price page under the VWAP field, at 4:00 p.m. on such date (or if such information is not available from The Bloomberg Professional Service on the date in question, then the volume weighted average price of the Common Stock on such date as reported by a different third party source to which the Firm has access); or if the Common Stock shall not have been traded on such date, such volume weighted average price of the Common Stock on the immediately following day on which the Common Stock was so traded; or, if the Common Stock was not so traded, such other amount as may be determined by the Board of Directors in its sole discretion.

Fair Market Value from Form of Warrant

THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, _______________________ (the Holder) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the Company), upon the terms and conditions set forth herein, at any time or from time to time on or after __________, 2008 (the Initial Exercise Date) until 5:00 P.M. New York City local time on the fifth (5th) anniversary of the Initial Exercise Date (the Exercise Period), up to an aggregate of ______________ shares of common stock, par value $0.001 per share (the Common Stock), of the Company. This Warrant is initially exercisable at a price of $0.80 per share, subject to adjustment as described in this Warrant. The term & #147;Exercise Price shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The Company may, in its sole discretion, reduce the

Fair Market Value. of a security shall mean, on any given day, shall mean the average of the closing prices of such securitys sales on all securities exchanges on which such security may at the time be listed on such day, or, if there has been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on such day such security is not so listed, the average of the representative bid and asked prices quoted on the over-the-counter bulletin board (the OTCBB) as of 4:00 P.M., New York time, or, if on such day such security is not quoted on the OTCBB, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the Pink Sheet, LLC, or any similar successor organization. If a t any time such security is not listed on any securities exchange or quoted on the OTCBB or the over-the-counter market, the Fair Market Value shall be as determined by the Board of Directors of the Company in good faith, absent manifest error.

Fair Market Value from Warrant

THIS CERTIFIES that, for consideration, the receipt and sufficiency of which are hereby acknowledged, and other value received, Eric Skae (the Holder) is entitled to subscribe for, and purchase from, BAYWOOD INTERNATIONAL, INC., a Nevada corporation (the Company), upon the terms and conditions set forth herein, at any time or from time to time on or after October 23, 2008 (the Initial Exercise Date) until 5:00 P.M. New York City local time on the fifth (5th) anniversary of the Initial Exercise Date (the Exercise Period), up to an aggregate of 150,000 shares of common stock, par value $0.001 per share (the Common Stock), of the Company. This Warrant is initially exercisable at a price of $0.85 per share, subject to adjustment as described in this Warrant. The term Exercise Pric e shall mean, depending on the context, the initial exercise price (as set forth above) or the adjusted exercise price per share. The Company may, in its sole discretion, reduce the then current Exercise Price

Fair Market Value. of a security shall mean, on any given day, shall mean the average of the closing prices of such securitys sales on all securities exchanges on which such security may at the time be listed on such day, or, if there has been no sales on any such exchange on such day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on such day such security is not so listed, the average of the representative bid and asked prices quoted on the over-the-counter bulletin board (the OTCBB) as of 4:00 P.M., New York time, or, if on such day such security is not quoted on the OTCBB, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the Pink Sheet, LLC, or any similar successor organization. If a t any time such security is not listed on any securities exchange or quoted on the OTCBB or the over-the-counter market, the Fair Market Value shall be as determined by the Board of Directors of the Company in good faith, absent manifest error.