Common use of Net Issue Election Clause in Contracts

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receiveconvert this Warrant or any portion thereof, without the payment by the Holder of any additional consideration, into shares of Preferred Stock equal to Warrant Stock, by delivery of the value of this Warrant or any portion hereof Exercise Notice duly executed by the surrender of this Warrant or such portion to the Company, Holder with the net issue election notice annexed hereto duly executedselected, at the principal office offices of the Company. Thereupon, the Company shall will issue to the Holder such number of fully paid and nonassessable shares of Preferred Warrant Stock as is computed using the following formula: X= Y(AX = Y (A-B) ------- A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. 2.6; Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. 2.6; A = the Fair Market Value (as defined below) of one share of Preferred Stock, as determined Warrant Stock at the time the net issue election is made pursuant to this Section 4. 2.6; and B = the Purchase Warrant Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 42.6.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Series D Warrant or any portion hereof by the surrender of this Series D Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Series D Preferred Stock as is computed using the following formula: X= Y(AX = Y (A-B) ------- A where: where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Series D Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Series D Preferred Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Series D Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Series D Preferred Stock.

Net Issue Election. The Holder may elect to receiveconvert this ------------------ Warrant, without the payment by the Holder of any additional consideration, into shares of Preferred Warrant Stock having a value equal to the value of this Warrant Purchase Amount or any portion hereof thereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed selected in the subscription form attached hereto duly executedexecuted by the Holder, at the principal office offices of the Company. Thereupon, the Company shall will issue to the Holder such number of fully paid and nonassessable shares of Preferred Warrant Stock as is computed using the following formula: X= Y(AX = Y (A-B) ------- A where: where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4Section. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4Section. A = the Fair Market Value (defined below) fair market value of one share of Preferred Warrant Stock, which shall equal the asking price per share for the Company's Common Stock as determined quoted on the Nasdaq National Market at the time when the Exercise Notice attached hereto as Exhibit A has been received by the Company or the brokerage agent to whom the Company has instructed the Holder to deliver such notice. B = the Warrant Price in effect at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4Section.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. “Fair Market Value” of a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $0.0035 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receiveconvert this Warrant, ------------------ without the payment by the Holder of any additional consideration, into shares of Preferred Warrant Stock having a value equal to the value of this Warrant Purchase Amount or any portion hereof thereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed selected in the subscription form attached hereto duly executedexecuted by the Holder, at the principal office offices of the Company. Thereupon, the Company shall will issue to the Holder such number of fully paid and nonassessable shares of Preferred Warrant Stock as is computed using the following formula: X= Y(AX = Y (A-B) ------- A where: where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4Section. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4Section. A = the Fair Market Value (defined below) fair market value of one share of Preferred Warrant Stock, which shall equal the asking price per share for the Company's Common Stock as determined quoted on the Nasdaq National Market at the time when the Exercise Notice attached hereto as Exhibit A has been received by the Company or the brokerage agent to whom the Company has instructed the Holder to deliver such notice. B = the Warrant Price in effect at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4Section.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= X=Y(A-B) A where: X = X= the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = Y= the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = A= the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = B= the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The (a) Upon automatic exercise of this Warrant as provided in Section 1.3 of this Warrant or at any time or from time to time as Holder may elect with respect to any vested portion of this Warrant, Holder shall be entitled to receive, without the payment by the Holder of any additional consideration, shares of Preferred Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed attached hereto as Exhibit B duly executedexecuted (other than exercise pursuant to Section 1.3), at the Company’s executive principal office of the Companyoffices. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable non-assessable shares of Preferred Common Stock as is computed using the following formula: X= Y(AX = Y (A-B) A where: X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Common Stock covered by purchasable under this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined pursuant to Section 1.4(b) of this Warrant, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.made

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. “Fair Market Value” of a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $0.0001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= X = Y(A-B) A ------ where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the ------------------ payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Series D Preferred Stock as is computed using the following formula: X= Y(AX = Y (A-B) ------- A where: where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (as defined below) of one share of Series D Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. "Fair Market Value" of one share of Series D Preferred Stock shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. “Fair Market Value” of a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $0.0001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= X = Y(A-B) ------ A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. "Fair Market Value" of a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of a particular date (the "Determination Date") shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= X = Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. "Fair Market Value" of a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. “Fair Market Value” of a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $0.001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Until such time as this Warrant is exercised in full or, subject to Section 7, expires, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof (but not for a fraction of a share) by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. "Fair Market Value" of a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= X=Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. “Fair Market Value” of a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $0.0001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) X = ---------- A where: where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 41(b). Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41(b). A = the Fair Market Value (defined belowas hereinafter defined) of one share of Series B Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 41(b). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4l(b). The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Series B Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. “Fair Market Value” of a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock $0.0001) as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= . X=Y(A-B) ------ A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. "Fair Market Value" of a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of a particular date (the "Determination Date") shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= X=Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. "Fair Market Value" of a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.. “Fair Market Value” of a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= Y(A-B) X = -------- A where: where X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 41(b). Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41(b). A = the Fair Market Value (defined belowas hereinafter defined) of one share of Series B Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 41(b). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4l(b). The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Series B Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Preferred Stock as is computed using the following formula: X= X = Y(A-B) A where: X = the number of shares of Preferred Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Preferred Stock, as determined at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4.