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: Y(A-B) X = -------- 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 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 holder hereof may elect to ------------------ receive, without the payment by the Holder such 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 form of subscription at the end hereof duly executedexecuted by such holder, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: Y(AX = Y (A-B) X = -------- ------- A Where: where X = the number of shares of Preferred Stock to be issued to the Holder such holder pursuant to this SECTION 4subsection 1.4. 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 4subsection 1.4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board of Directors of the Company, as at the time the net issue election is made pursuant to this SECTION 4subsection 1.4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this SECTION 4subsection 1.4. "Fair Market Value" The Board of a Directors of the Company shall promptly respond in writing to an inquiry by the holder hereof as to the fair market value of one share of Preferred Stock (or fully paid and nonassessable shares of the Company's 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 Series A Preferred Stock as is computed using the following formula: Y(AX = Y X (A-B) X = -------- --------- A Wherewhere: X = the number of shares of Series A Preferred Stock to be issued to the Holder pursuant to this SECTION 4Section 2(b). Y = the number of shares of Series A Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this SECTION 4Section 2(b). A = the Fair Market Value (defined belowas hereinafter defined) of one share of Series A Preferred Stock, as determined Stock at the time the net issue election is made pursuant to this SECTION 4Section 2(b). B = the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this SECTION 4Section 2(b). "The Board shall promptly respond in writing to an inquiry by the Holder as to the Fair Market Value" Value of a one share of Series A Preferred Stock (or fully paid and nonassessable shares of the Company's 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 holder hereof may elect to receive, without the payment by the Holder such 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 form of subscription at the end hereof duly executedexecuted by such holder, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: Y(AX = Y (A-B) X = -------- ------- A Where: where X = the number of shares of Preferred Stock to be issued to the Holder such holder pursuant to this SECTION 4subsection 1.4. 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 4subsection 1.4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board of Directors of the Company, as at the time the net issue election is made pursuant to this SECTION 4subsection 1.4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this SECTION 4subsection 1.4. "Fair Market Value" The Board of a Directors of the Company shall promptly respond in writing to an inquiry by the holder hereof as to the fair market value of one share of Preferred Stock (or fully paid and nonassessable shares of the Company's 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: Y(A-B) X = -------- X=------ A Wherewhere: 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 ValueFAIR MARKET VALUE" of a share of Preferred Stock (or fully paid and nonassessable shares of the Company's Common Stock 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 DateDETERMINATION 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 Wherewhere: 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 ValueFAIR MARKET VALUE" of a share of Preferred Stock (or fully paid and nonassessable shares of the Company's Common Stock 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 DateDETERMINATION DATE") shall mean:

Net Issue Election. The Holder holder hereof may elect to receive, without the payment by the Holder such 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 form of subscription at the end hereof duly executedexecuted by such xxxxxx, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: Y(A-B) X = -------- A Where: where X = the number of shares of Preferred Stock to be issued to the Holder such holder pursuant to this SECTION 4subsection 1.4. 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 4subsection 1.4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board of Directors of the Company, as at the time the net issue election is made pursuant to this SECTION 4subsection 1.4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this SECTION 4subsection 1.4. "Fair Market Value" The Board of a Directors of the Company shall promptly respond in writing to an inquiry by the holder hereof as to the fair market value of one share of Preferred Stock (or fully paid and nonassessable shares of the Company's 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: Y(A-B) X = -------- ------ A Wherewhere: 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 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: Y(AX= Y (A-B) X = -------- A Wherewhere: 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 Company's Board of Directors, 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. "Fair Market Value" of a share of Preferred Stock (or fully paid and nonassessable shares of the Company's 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 (as determined below) 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 Common Stock as is computed using the following formula: Y(AX = Y (A-B) X = -------- ------- A Where------ where: X = the number of shares of Preferred Common Stock to be issued to the Holder pursuant to this SECTION 4Section 1.2(b). Y = the number of shares of Preferred Common Stock covered purchasable by this Warrant in respect of which the net issue election is made pursuant to this SECTION 4Section 1.2(b). A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined at in accordance with the time the net issue election is made pursuant to provisions of this SECTION 4Section 1.2(b). B = the Purchase Per Share Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this SECTION 4Section 1.2(b). For purposes of this Section 1.2(b), the "Fair Market Valuefair market value" of a per share of Preferred Stock (or fully paid and nonassessable shares of the Company's Common Stock if shall be deemed to be the Preferred Stock has been automatically converted into Common Stock) as average of the last reported sale or closing prices of the securities on the Nasdaq National Market or other securities exchange over the five trading days immediately prior to the effective date that of exercise of the net issue election is made (the "Determination Date") shall mean:issuance election.

Net Issue Election. The Holder holder hereof may elect to receive, ------------------ without the payment by the Holder such 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 form of subscription at the end hereof duly executedexecuted by such holder, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such holder such number of fully paid and nonassessable shares of Preferred Common Stock as is computed using the following formula: Y(AX = Y (A-B) X = -------- ------- A Where: where X = the number of shares of Preferred Stock to be issued to the Holder such holder pursuant to this SECTION 4subsection 1.4. 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 4subsection 1.4. A = the Fair Market Value (defined below) fair market value of one share of Preferred Common Stock, as determined in good faith by the Board of Directors of the Company, as at the time the net issue election is made pursuant to this SECTION 4subsection 1.4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this SECTION 4subsection 1.4. "Fair Market Value" The Board of a Directors of the Company shall promptly respond in writing to an inquiry by the holder hereof as to the fair market value of one share of Preferred Stock (or fully paid and nonassessable shares of the Company's 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:.