Common use of Right to Convert Clause in Contracts

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock that shall be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing (i) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 11(b) hereof), which value shall be equal to (A) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = B X= A - A Y BY Where: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one (1) share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the Warrant PriceShares) B = the aggregate fair market value of the specified number of Warrant Price (i.e., Converted Warrant Shares (i.e., the number of Converted x Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No Price)No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.b.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of shares of Common Stock that shall be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the a holder of this Warrant under the terms of this Warranthereof, the a holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into shares of Common Stock as provided in this Section 10.2 4 at any time or from time to time during the term of period during which this WarrantWarrant is exercisable pursuant to the terms hereof. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 4(b) below), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one share the Converted Warrant Shares issuable upon exercise of Common Stock A = this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate of the Warrant Price of applicable to the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricey) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X= A-B --- Y Where: X= the number of shares of Common Stock that may be issued to the holder Y= the fair market value (FMV) of one share of Common Stock A= the aggregate FMV (I.E., FMV x Converted Warrant ShareShares) B= the aggregate Warrant Price (I.E., Converted Warrant Shares x Warrant Price) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant4(a), shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - – A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock A = Series Preferred A= the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of duly authorized, fully paid and nonassessable shares of Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock that shall be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of shares of Common Stock that shall be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Convened Warrant Shares”"'), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Convened Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “"Conversion Right”") into shares of Common Warrant Stock as provided in this Section 10.2 at any time or from time 7, subject to time during the term of this Warrantrestrictions set forth in subsection 7.3 hereof. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Warrant Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof ), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

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

Right to Convert. In addition to and without limiting the rights of the a holder of this Warrant under the terms of this Warranthereof, the a holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into shares of Common Stock as provided in this Section 10.2 4 at any time or from time to time during the term of period during which this WarrantWarrant is exercisable pursuant to the terms hereof. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 4(b) below), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one share the Converted Warrant Shares issuable upon exercise of Common Stock A = this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate of the Warrant Price of applicable to the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricey) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X= A-B --- Y Where: X= the number of shares of Common Stock that may be issued to the holder Y= the fair market value (FMV) of one share of Common Stock A= the aggregate FMV (i.e., FMV x Converted Warrant ShareShares) B= the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant4(a), shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of shares of Common Stock that shall to be issued to the holder upon such exercise Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to Part or all of the principal amount of this Convertible Note may be converted, at the option of the Holder, at any time after ninety (90) days from the date hereof and before it is paid in full in accordance herewith, and without limiting the rights payment of any additional consideration thereof, into the number of fully paid, nonassessable shares of common stock, $.001 par value per share, of the holder under Corporation (the terms "Common Stock"), as is determined by dividing the principal amount of this WarrantConvertible Note requested by the Holder to be converted into Common Stock (as adjusted for stock splits, stock dividends, combinations and similar recapitalizations affecting this Convertible Note) by the holder shall have the right to convert this Warrant or any portion thereof lesser of (i) $1.33 (the “"Fixed Conversion Right”Price"), or (ii) Eighty Percent (80%) of the average closing bid price (as reported by The Nasdaq Stock Market) of the Common Stock for the five (5) consecutive trading days immediately prior to the Date of Conversion, as defined below in Section 10.b.(ii) (such value is hereinafter referred to as the "Formula Conversion Price"). Notwithstanding the foregoing, in no event shall the Convertible Note be convertible into a cumulative aggregate number of shares of Common Stock in excess of 3,000,000 (as provided in this Section 10.2 at any time or from time to time during adjusted for stock splits, reverse splits and similar recapitalizations affecting such shares, the term "Maximum Number of this WarrantShares"). Upon exercise In the event the Holder of the Conversion Right with respect Convertible Note (i) subsequent to a particular number having converted the Convertible Note into the Maximum Number of shares subject to this Warrant Shares or (ii) upon the “Converted Warrant Shares”), conversion of the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) Convertible Note such that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock that shall be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price issuable upon conversion of the specified number of Converted Warrant Shares immediately prior Convertible Note (without giving effect to the exercise preceding sentence) would exceed the Maximum Number of Shares, submit a written notice to the Corporation demanding redemption ("Notice of Redemption") of the Conversion Right (i.e.principal and accrued interest remaining after the conversion of the Convertible Note into the Maximum Number of Shares, the number of Converted Warrant Shares multiplied by Corporation shall redeem such remaining principal balance and accrued interest for a price equal to such principal and accrued interest plus a premium calculated in the Warrant Pricesame manner as the prepayment premium described in Section 4 (the "Redemption Amount"). The Corporation shall pay such Redemption Amount to the Holder within fifteen (15) B = the aggregate fair market value calendar days of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise date of the Conversion RightNotice of Redemption, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value against delivery of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantConvertible Note.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 1.5 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to computed using the following formula: X = B Y (A - B) --------- A Y Where: Where X = the number of shares of Common Stock that shall to be issued delivered to holder the Holder Y = the number of Converted Warrant Shares A = the fair market value of the total number of shares of Common Stock into which one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of can be converted on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value of Exercise Price (as adjusted to the specified Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, shares Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 at At any time on or from time to time during after the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”)Issuance Date, the Company shall deliver to the holder (without payment by the holder of any exercise price such shares of Series C Preferred Stock may, at such holder’s option, elect to convert (a “Conversion”) all or any cash or other consideration) that portion of the shares of Series C Preferred Stock held by such person into a number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock that shall be issued equal to holder Y = the fair market value quotient of one share of Common Stock A = (i) the aggregate Warrant Price Liquidation Preference Amount of the specified number shares of Converted Warrant Shares immediately prior Series C Preferred Stock being converted (which, to the exercise extent that the holder elects to be paid accrued dividends in cash as contemplated by Section 2(c), shall exclude such accrued dividends) divided by (ii) the Conversion Price (as defined in Section 5(c) below) then in effect as of the Conversion Right (i.e.date of the delivery by such holder of its notice of election to convert. In the event of a notice of redemption of any shares of Series C Preferred Stock pursuant to Section 8 hereof, the number Conversion Rights of Converted Warrant Shares multiplied the shares designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption (which, in the connection with any redemption by the Warrant PriceCompany pursuant to Section 8(a), shall not be earlier than forty-five (45) B = days after the aggregate fair market value Company has given the notice provided for in this Section 5(a)), unless the redemption price is not paid on such redemption date, in which case the Conversion Rights for such shares shall continue until such price is paid in full. In the event of a liquidation, dissolution winding up or Deemed Liquidation Event of the specified number of Converted Warrant Shares (i.e.Company, the number Conversion Rights shall terminate at the close of Converted Warrant Shares multiplied by business on the fair market value last full day preceding the date fixed for the payment of one Converted Warrant Share) No fractional shares shall be issuable upon exercise any such amounts distributable on such event to the holders of Series C Preferred Stock. In the Conversion Rightevent of a redemption or liquidation, anddissolution, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole numberwinding up or Deemed Liquidation Event, the Company shall pay provide to each holder of shares of Series C Preferred Stock notice of such redemption or liquidation, dissolution, winding up or Deemed Liquidation Event, which notice shall (i) be sent at least forty-five (45) days prior to the holder an amount in cash equal to the fair market value termination of the resulting fractional share on Conversion Rights and (ii) state the Conversion applicable Redemption Date (as hereinafter defined). For purposes of Section 10 of this Warrant) and the Applicable Redemption Price (as hereinafter defined) that will be paid or distributed on such redemption or liquidation, shares issued pursuant to dissolution, winding up or Deemed Liquidation Event, as the Conversion Right shall be treated as if they were issued upon the exercise of this Warrantcase may be.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = Y= the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, if the fair market value of one share of the Series Preferred is greater than the Warrant Price (at the date of calculation as set forth below) the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this WarrantTerm. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A Y Y(A-B) Where: X = the number of shares of Common Stock that shall Series Preferred to be issued to holder under this Section 10.2 Y = the number of shares of Series Preferred purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being converted (at the date of such calculation) A = the fair market value of one share of Common Stock A = Series Preferred (at the aggregate Warrant Price date of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricesuch calculation) B = the aggregate fair market value Warrant Price (as adjusted to the date of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Sharesuch calculation) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 10.2 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 11.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock as is determined according if the Series Preferred has been automatically converted into Common Stock) equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion (assuming the Series Preferred has been automatically converted into Common Stock) shall be computed as follows: X = B - A Y Where: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - – A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrantwarrant, in the event Shareholder Approval has been obtained and shares of Common Stock are to be issued upon the exercise of this warrant, the holder Holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = (B - A – A) Divided by Y Where: X = the number of shares of Common Stock that shall be issued to holder Holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No If shares of Common Stock are issuable pursuant to this Section 9, no fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrantwarrant, the holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock that shall be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In Subject to Section 8, in addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 1.4 at any time or from time to time during the term of this Warrant. Notwithstanding anything contained in this Warrant to the contrary, only in the event a registration statement under the Securities Act providing for the resale of the Warrant Stock is not then in effect, in lieu of exercising this Warrant by payment of cash, the holder may exercise this Warrant by a cashless exercise in accordance with the provisions of this Section 1.4. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price Purchase Price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing (X) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Purchase Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - B-A --- Y Wherewhere: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price of the specified number of (Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant x Purchase Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on of the Conversion Conversation Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrantwarrant, the holder Holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = (B - A – A) divided by Y Where: X = the number of shares of Common Stock that shall be issued to holder Holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No If shares of Common Stock are issuable pursuant to this Section 9, no fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time the number of shares of Common Stock for which this Warrant is exercisable pursuant to Section 1 and 10.1 above, during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock that shall may be issued to the holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, but only to the extent this Warrant has not otherwise been exercised, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series C Preferred (or Common Stock if the Series C Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 9.1(a) at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Series C Preferred (or Common Stock as is determined according if the Series C Preferred has been automatically converted into Common Stock) equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise share of the Conversion Right, and, Series C Preferred (or Common Stock if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share Series C Preferred has been automatically converted into Common Stock) on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this WarrantExpressed as a formula, shares issued pursuant to the Conversion Right such conversion shall be treated computed as if they were issued upon the exercise of this Warrant.follows:

Right to Convert. In addition to and without limiting the rights of the holder of this Warrant under the terms of this Warrant, the holder of this Warrant shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this WarrantTerm. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant Shares (the “Converted Warrant Shares”), the Company shall deliver to the holder of this Warrant (without payment by the such holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock Shares that shall be issued to the holder of this Warrant Y = the fair market value of one share of Common Stock as of the date of exercise A = the aggregate Warrant Price of purchase price for the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the applicable Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock Shares as provided in this Section 10.2 8 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Stock as is determined according Shares equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share Share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this WarrantExpressed as a formula, shares issued pursuant to the Conversion Right such conversion shall be treated computed as if they were follows: X = B-A Y Where: X = The number of Shares that may be issued upon the exercise to holder. Y = The fair market value (FMV) of this Warrantone Share.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”‘) into shares of Common Stock or Warrant Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according or Warrant Stock equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Shares as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock Shares that shall be issued to holder Y = the fair market value of one share of Common Stock Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares Shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 8 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A Y Where: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value (as determined in accordance with Section 8(c)) of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A ------- Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e.I.E., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e.I.E., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into ordinary shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to register in the Company’s register of members the name of the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of ordinary shares of fully paid and nonassessable Common Stock ordinary shares as is determined according to the following formula: X = B - A Y Where: X = the number of ordinary shares of Common Stock that shall be issued to holder Y = the fair market value of one ordinary share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional ordinary shares shall be issuable upon exercise of the Conversion Right, and, if the number of ordinary shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, ordinary shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to Part or all of the principal amount of this Convertible Note may be converted, at the option of the Holder, at any time after ninety (90) days from the date hereof and before it is paid in full in accordance herewith, and without limiting the rights payment of any additional consideration thereof, into the number of fully paid, nonassessable shares of common stock, $.001 par value per share, of the holder under Corporation (the terms "Common Stock"), as is determined by dividing the principal amount of this WarrantConvertible Note requested by the Holder to be converted into Common Stock (as adjusted for stock splits, stock dividends, combinations and similar recapitalizations affecting this Convertible Note) by the holder shall have the right to convert this Warrant or any portion thereof lesser of (i) $1.33 (the “"Fixed Conversion Right”Price"), or (ii) Eighty Percent (80%) of the average closing bid price (as reported by The Nasdaq Stock Market) of the Common Stock for the five (5) consecutive trading days immediately prior to the Date of Conversion, as defined below in Section 10.b.(ii) (such value is hereinafter referred to as the "Formula Conversion Price"). Notwithstanding the foregoing, in no event shall the Convertible Note be convertible into a cumulative aggregate number of shares of Common Stock in excess of 238,387 (as provided in this Section 10.2 at any time or from time to time during adjusted for stock splits, reverse splits and similar recapitalizations affecting such shares, the term "Maximum Number of this WarrantShares"). Upon exercise In the event the Holder of the Conversion Right with respect Convertible Note (i) subsequent to a particular number having converted the Convertible Note into the Maximum Number of shares subject to this Warrant Shares or (ii) upon the “Converted Warrant Shares”), conversion of the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) Convertible Note such that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock that shall be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price issuable upon conversion of the specified number of Converted Warrant Shares immediately prior Convertible Note (without giving effect to the exercise preceding sentence) would exceed the Maximum Number of Shares, submit a written notice to the Corporation demanding redemption ("Notice of Redemption") of the Conversion Right (i.e.principal and accrued interest remaining after the conversion of the Convertible Note into the Maximum Number of Shares, the number of Converted Warrant Shares multiplied by Corporation shall redeem such remaining principal balance and accrued interest for a price equal to such principal and accrued interest plus a premium calculated in the Warrant Pricesame manner as the prepayment premium described in Section 4 (the "Redemption Amount"). The Corporation shall pay such Redemption Amount to the Holder within fifteen (15) B = the aggregate fair market value calendar days of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise date of the Conversion RightNotice of Redemption, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value against delivery of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantConvertible Note.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - X= B-A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holders under the terms of this Warrant, the holder Holders shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holders (without payment by the holder Holders of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - B-A --- Y Where: X = the number of shares of Common Stock that shall be issued to holder the Holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant. The number of Shares which may be acquired upon exercise of the Warrant shall be reduced by the number of Converted Warrant Shares.

Right to Convert. In addition to and without limiting the rights of the holder hereof under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 2.c. at any time or from time to time during the term of this Warrant, including upon the Automatic Exercise Date. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of shares Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other cash consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing (i) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 2(c)(2) hereof), which value shall be equal to (A) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = A - B - A ----- Y Where: X = the number of shares of Common Stock that shall to be issued to the holder Y = the fair market value ("FMV") of one (1) share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the Warrant PriceShares) B = the aggregate fair market value of the specified number of Warrant Price (i.e., Converted Warrant Shares (i.e., the number of Converted x Warrant Shares multiplied by the fair market value of one Converted Warrant SharePrice) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrantthe Registration Rights Agreement, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A ----- Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 10.1 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A ----- Y Where: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of shares of Common Stock that shall to be issued to the holder upon such exercise Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the ---------------- holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this WarrantWarrant other than the 120 day period following the closing of the Company's IPO. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of shares of Common Stock that shall be issued to the holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A ------- Y Where: X = the number of shares of Common Stock that shall may be issued to the holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights ---------------- of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock as is determined according if the Series Preferred has been automatically converted into Common Stock) equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion (assuming the Series Preferred has been automatically converted into Common Stock) shall be computed as follows: X = X= B - A ----- Y Where: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one x Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during prior to the term expiration of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 3(b) at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = X= B - – A Y Where: X = the number of shares of Common Stock that shall be issued to holder Holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Exercise Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, if the holder fair market value of a share of Common Stock is greater than the Warrant Price, in lieu of exercising this Warrant for cash the Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 10.2 2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to computed using the following formula: X = B Y (A - B) A Y Where: Where X = the number of shares of Common Stock that shall to be issued delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Company's Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value per share exercise price of the specified Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, shares Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without after payment by of the holder of any exercise price or any cash or other consideration) exercise, that number of shares of fully paid and nonassessable non assessable Common Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (i) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 11(b) hereof), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one share the Converted Warrant Shares issuable upon exercise of Common Stock A = this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share(1) share of Common Stock on the Conversion Date. No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, during the holder Term, the Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant6. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 6.2 hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., B) the number aggregate Market Price (as defined herein) of the Converted Warrant Shares multiplied by the issuable upon exercise of this Warrant Price) B = the aggregate fair market value of (or the specified number of Converted Warrant Shares portion hereof) on the Conversion Date (i.e., as herein defined) by (y) the number of Converted Warrant Shares multiplied by the fair market value Market Price (as defined herein) of one Converted Warrant Share) share of Common Stock on the Conversion Date (as herein defined). No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) as is determined according to the following formula: X = B - A --------- Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if If the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company provisions of Section 6 above shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)apply. For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the other terms of this Warrant (including the rights to Cash Consideration and Contingent Consideration in accordance with the terms of Section 10 upon an exercise or conversion of the Warrant) , the holder shall have the right right, in lieu of payment of the applicable exercise price, to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares Warrant Shares and the applicable portion of Common Stock the remaining rights in the Converted Units (including rights to Cash Consideration and Contingent Consideration related to the Converted Units), as provided in this Section 10.2 12.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”Units"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Warrant Shares as is determined according to the following formula: formula (in addition to the holder's rights under Section 10): X = B - A ----- Y Where: X = the number of shares of Common Stock Warrant Shares that shall be issued to holder Y = the fair market value of one share of Common Stock Warrant Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares in the Converted Units immediately prior to the exercise of the Conversion Right (i.e.I. E., the number of Converted Warrant Shares multiplied by Units MULTIPLIED BY the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares underlying the Converted Units (i.e.I. E., the number of Converted Warrant Shares multiplied by Units MULTIPLIED BY the fair market value of one Converted Warrant Share) No fractional shares Warrant Shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 12 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into shares of Common Warrant Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Warrant Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value in lieu of the resulting such fractional share on the Conversion Date as set forth in Section 3. If not earlier exercised pursuant to Section 6 hereof, this Warrant automatically shall be deemed exercised pursuant to this Section 7 upon closing of a Liquidating Event (as hereinafter defined). For purposes defined in the Company’s Certificate of Section 10 of this WarrantIncorporation, shares issued pursuant to the Conversion Right shall be treated as if they were issued amended) or upon the exercise of this Warrantan IPO.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock as is determined according if the Series Preferred has been converted into Common Stock) equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion (assuming the Series Preferred has been converted into Common Stock) shall be computed as follows: X = B - A ----- Y Where: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one x Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) as is determined according to the following formula: X = B - A ------- Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if If the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company provisions of Section 6 above shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)apply. For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into shares of Common Stock Shares as provided in this Section 10.2 SECTION 8 at any time or from time to time during the term of this Warrant, provided, however, that the holder shall not be permitted to employ the cashless exercise rights under this SECTION 8 if there is effective with the Securities and Exchange Commission a registration statement which registers the Shares issuable upon exercise of this Warrant under SECTION 2. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Stock as is determined according Shares equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share Share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this WarrantExpressed as a formula, shares issued pursuant to the Conversion Right such conversion shall be treated computed as if they were follows: X= B-A --- Y Where: X = The number of Shares that may be issued upon the exercise of this Warrantto holder.

Right to Convert. In addition to and without limiting ---------------- the rights of the holder hereof under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 2(c) ------------ at any time or from time to time during the term of this Warrant, including upon the Automatic Exercise Date. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of shares Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other cash consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing (i) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 2(c)(2) hereof), which --------------- value shall be equal to (A) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = A - B - A ----- Y Where: X = the number of shares of Common Stock that shall to be issued to the holder Y = the fair market value ("FMV") of one (1) share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the Warrant PriceShares) B = the aggregate fair market value of the specified number of Warrant Price (i.e., Converted Warrant Shares (i.e., the number of Converted x Warrant Shares multiplied by the fair market value of one Converted Warrant SharePrice) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrantthe Registration Rights Agreement, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights ---------------- of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - B-A --- Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - B- A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In Subject to Section 7, in addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into shares of Common Warrant Stock as provided in this Section 10.2 1.5 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price Purchase Price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Warrant Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (X) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Purchase Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Warrant Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: N = B-A --- Y where: N = the number of shares of Warrant Stock that may be issued to Holder Y = the fair market value (FMV) of one share of Warrant Stock A = the aggregate Warrant Price (Converted Warrant ShareShares x Purchase Price) B = the aggregate FMV (i.e., FMV x Converted Warrant Shares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on of the Conversion Conversation Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 Paragraph 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subparagraph (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Notwithstanding anything herein to the contrary, the minimum number; of Converted Warrant Share) Shares convertible hereunder at any time, shall equal the minimum number of Shares then purchasable under the provisions of Paragraph 2 hereof. No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 9(a) at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number value of shares of Common Stock that this Warrant ( or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (1) the aggregate Warrant Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price2) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted Warrant Share) share of Common Stock on the Conversion Date (as herein defined). No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of shares of Common Stock that shall be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during prior to the term expiration of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting the ---------------- rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing (i) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be equal to (A) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = X= A - B - A ----- Y Where: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the Warrant PriceShares) B = the aggregate fair market value of the specified number of Warrant Price (i.e., Converted Warrant Shares (i.e., the number of Converted x Warrant Shares multiplied by the fair market value of one Converted Warrant SharePrice) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A ------- Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into shares of Common Capital Stock as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Capital Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Capital Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A _____ Y Where: X = the number of shares of Capital Stock that may be issued to holder Y = the fair market value (FMV) of one share of Capital Stock A = the aggregate Warrant Price (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 4 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares of Stock subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price Exercise Price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 4(b), which value shall be determined by subtracting (A) the aggregate Exercise Price of the Converted Warrant Shares immediately prior to the exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A Y Where: X = the number of shares of Common Stock that shall may be issued to holder the Holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Exercise Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant x Exercise Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of this Section 10 of this Warrant4, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = X= B - A ----- Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In Subject to Section 7, in addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Warrant Stock as provided in this Section 10.2 1.5 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price Purchase Price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Warrant Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (X) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Purchase Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date by (Y) the fair market value of one share of Warrant Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: N = B-A Y where: N = the number of shares of Warrant Stock that may be issued to Holder Y = the fair market value (FMV) of one share of Warrant Stock A = the aggregate Warrant Price (Converted Warrant ShareShares x Purchase Price) B = the aggregate FMV (i.e., FMV x Converted Warrant Shares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on of the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantConversation Date.

Right to Convert. In addition to and without limiting the ---------------- rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time 7 immediately prior to its expiration after the Company has given the Purchaser notice pursuant to Section 1 of an initial Public Offering or from time an Acquisition, subject to time during the term of this Warrantrestrictions set forth in subsection (c) hereof. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted Warrant Share) share of Common Stock on the Conversion Date (as herein defined). No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A ------ Y Where: X = the number of shares of Common Stock that shall to be issued to the holder upon such exercise Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term Exercise Period in which the fair market value of this Warrantone share of the Series Preferred is greater than the Warrant Price (at the date of calculation as set forth below). Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, if the fair market price of one share of Series preferred is greater tan the Warrant Price then in effect, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = X= B - A ----- Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A ----- Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holders under the terms of this Warrant, the holder Holders shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holders (without payment by the holder Holders of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - X= B-A ------ Y Where: X = the number of shares of Common Stock that shall be issued to holder the Holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant. The number of Shares which may be acquired upon exercise of the Warrant shall be reduced by the number of Converted Warrant Shares.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Warrant Stock as provided in this Section 10.2 1.5 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price Purchase Price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Warrant Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (X) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Purchase Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Warrant Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: N = B-A Y where: N = the number of shares of Warrant Stock that may be issued to Holder Y = the fair market value (FMV) of one share of Warrant Stock A = the aggregate Warrant Price (Converted Warrant ShareShares x Purchase Price) B = the aggregate FMV (i.e., FMV x Converted Warrant Shares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on of the Conversion Conversation Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the ---------------- rights of the holder Holder under the terms of this Warrant, if the holder Current Market Value (as defined below) of a share of Common Stock is greater than the Warrant Price, in lieu of exercising this Warrant for cash the Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") ---------------- into shares of Class B Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 10.2 2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without ------------------------ payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Class B Common Stock as is determined according to computed using the following formula: X = B Y (A - B) --------- A Y Wherewhere: X = the number of shares of Class B Common Stock that shall to be issued delivered to holder the Holder; Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by Shares; A the Warrant PriceCurrent Market Value (as defined below) of one share of the Company's Common Stock on the Conversion Date; and B = the aggregate fair market value Exercise Price (as of the specified Conversion Date). The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value Current Market Value (as defined below) of the resulting fractional share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant, shares Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock Series Preferred as provided in this Section 10.2 at upon (i) the sale or acquisition of the outstanding shares of stock of the Company, (ii) the sale of all or substantially all of the Company’s assets or (iii) simultaneously with or any time or from time to time during after an IPO of the term of this WarrantCompany. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock Series Preferred as is determined according to the following formula: X = B - A -A Y Where: X = the number of shares of Common Stock Series Preferred that shall be issued to holder Y = the fair market value of one share of Common Stock Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) ), when exercisable, into shares of Common Stock Series D Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant3.5. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price Exercise Price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according Series D Preferred equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (X) the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date by (Y) the fair market value of one share of the type of Series D Preferred on the Conversion Date for which the Warrant is exercised. Expressed as a formula, such conversion shall be computed as follows: N = B-A Y where: N = the number of shares of Series D Preferred that may be issued to Holder Y = the fair market value (FMV) of one share of such Series D Preferred A = the aggregate Warrant Price (Converted Warrant ShareShares x Exercise Price) B = the aggregate FMV (i.e., FMV x Converted Warrant Shares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on of the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the ---------------- rights of the holder hereof under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 2(c) at any time ------------ or from time to time during the term of this Warrant, including upon the Automatic Exercise Date. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of shares Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other cash consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing (i) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 2(c)(2) hereof), which --------------- value shall be equal to (A) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = A - B - A ----- Y Where: X = the number of shares of Common Stock that shall to be issued to the holder Y = the fair market value ("FMV") of one (1) share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the Warrant PriceShares) B = the aggregate fair market value of the specified number of Warrant Price (i.e., Converted Warrant Shares (i.e., the number of Converted x Warrant Shares multiplied by the fair market value of one Converted Warrant SharePrice) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrantthe Registration Rights Agreement, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or of any portion thereof (the “Conversion Right”) into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 (the "Conversion Right") at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if all of the Series Preferred has been converted into Common Stock) as is determined according to the following formula: X = B - A ----- Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company such number shall pay be rounded up to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)nearest whole number. For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of ---------------- the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = X= B - A ----- Y Where: X = the number of shares of Common Stock that shall be issued to the holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holders under the terms of this Warrant, the holder Holders shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holders (without payment by the holder Holders of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - X= B-A --- Y Where: X = the number of shares of Common Stock that shall be issued to holder the Holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated heated as if they were issued upon the exercise of this Warrant. The number of Shares which may be acquired upon exercise of the Warrant shall be reduced by the number of Converted Warrant Shares.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing (i) the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be equal to (A) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (ii) the fair market value of one share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = X= A - B - A ----- Y Where: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the Warrant PriceShares) B = the aggregate fair market value of the specified number of Warrant Price (i.e., Converted Warrant Shares (i.e., the number of Converted x Warrant Shares multiplied by the fair market value of one Converted Warrant SharePrice) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of shares of Common Stock that shall be issued to holder Y = the fair market value value, as hereinafter defined, of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Capital Stock as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Capital Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Capital Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A ----- Y Where: X = the number of shares of Capital Stock that may be issued to holder Y = the fair market value (FMV) of one share of Capital Stock A = the aggregate Warrant Price (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 10.1 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Stock as is determined according equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - X= B-A ----- Y Where: X = the number of shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition Subject to and without limiting in compliance with the rights provisions of this Section 5, each share of Convertible Preferred Stock shall be convertible, at the option of the holder under the terms of this Warrantthereof, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 at any time or and from time to time during after the term date of this Warrant. Upon exercise issuance of such share at the office of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price Corporation or any cash or other consideration) that transfer agent for such stock, into such number of shares of fully paid and nonassessable non-assessable shares of Class C Common Stock as is determined according by dividing the Convertible Preferred Original Issue Price in respect of such share by the Convertible Preferred Conversion Price (as defined below) in respect of such share applicable to Class C Common Stock, each determined as hereinafter provided, in effect on the date the certificate is surrendered for conversion. Before any Convertible Preferred Stockholder shall be entitled to convert any shares of Convertible Preferred Stock held by such Convertible Preferred Stockholder into shares of Class C Common Stock pursuant to this Section 5(a), such Convertible Preferred Stockholder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for such Stock, and shall give written notice to the following formula: X = B - A Y Where: X = Corporation at its principal corporate office of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Class C Common Stock are to be issued and the number of shares of Convertible Preferred Stock being converted. The Corporation shall, as soon as practicable thereafter (and in any event within five (5) Business Days), (i) issue and deliver at such office to such Convertible Preferred Stockholder, or to the nominee or nominees of such Convertible Preferred Stockholder, a certificate or certificates for the number of shares of Class C Common Stock that to which such Convertible Preferred Stockholder shall be issued entitled as aforesaid and (ii) promptly pay to holder Y = such Convertible Preferred Stockholder (or nominee or nominees ) (A) any accrued but unpaid Convertible Preferred Dividends on any shares of Convertible Preferred Stock being converted (including, without limitation, all Convertible Preferred Accreting Dividends not previously paid), which amounts shall be paid in cash out of funds legally available therefor if such payment would not violate any covenants imposed by agreements entered into in good faith governing the indebtedness of the Corporation and its subsidiaries, or, to the extent not so permitted or not available, in shares of Class C Common Stock, based on the fair market value of one such Common Stock at such time as reasonably determined in good faith by the Board of Directors as of the date of conversion, and (B) in cash, the value of any fractional share of Class C Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior otherwise issuable to the exercise of the Conversion Right such Convertible Preferred Stockholder (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by based on the fair market value of one Converted Warrant Share) No fractional such shares reasonably determined in good faith by the Board of Directors as of the date of conversion). Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Class C Common Stock issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right such conversion shall be treated for all purposes as if they were issued upon the exercise record holder or holders of this Warrantsuch shares of Class C Common Stock as of such date.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time the number of shares of Common Stock for which this Warrant is exercisable pursuant to Section 1 and 9.1 above, during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of shares of Common Stock that shall may be issued to the holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, if the holder fair market value of a share of Common Stock is greater than the Warrant Price, in lieu of exercising this Warrant for cash the Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 10.2 2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to computed using the following formula: X = B Y (A - B) --------- A Y Where: Where X = the number of shares of Common Stock that shall to be issued delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one share of the Company's Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value per share exercise price of the specified Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, shares Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Net Exercise Right”) into shares of Common Stock Warrant Shares as provided in this Section 10.2 11 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Net Exercise Right with respect to a particular number of shares of Warrant Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Stock as is determined according shares of Warrant Shares equal to the following formula(Y) Converted Warrant Shares multiplied by the quotient obtained by dividing the result of (B) fair market value of one share of Warrant Shares less (A) the Warrant Exercise Price per share by (B) the fair market value of one share of Warrant Shares all on the Conversion Date (as herein defined). Expressed as a formula such conversion shall be computed as follows: X = B - A Y Where: X = the number of shares of Common Stock Warrant Shares that shall may be issued to holder Y = the number of shares of Warrant Shares that are being surrendered pursuant to this Net Exercise Right (i.e., the Converted Warrant Shares) A = the Warrant Exercise Price per share B = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Net Exercise Right, and, if the number of shares of Warrant Shares issued or to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of this Section 10 of this Warrant11, shares issued pursuant to the Conversion Net Exercise Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of shares of Common Stock that shall be issued to the holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e.I.E., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., I.E. the number of Converted Warrant Shares multiplied by MULTIPLIED BY the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of shares Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of shares of Common Stock that shall to be issued to the holder upon such exercise Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the ---------------- rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock as is determined according if the Series Preferred has been automatically converted into Common Stock) equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing the number value of shares of Common Stock that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one share of Common Stock A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A ----- Y Where: X = the number of shares of Series Preferred (or Common Stock) 'that may be issued to holder Y = the fair market value (FMV) of one share of Series Preferred (or Common Stock) A = the aggregate Warrant Price (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Net Exercise Right”) into shares of Common Stock Warrant Shares as provided in this Section 10.2 11 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Net Exercise Right with respect to a particular number of shares of Warrant Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Common Stock as is determined according shares of Warrant Shares equal to the following formula(Y) Converted Warrant Shares multiplied by the quotient obtained by dividing the result of (B) fair market value of one share of Warrant Shares less (A) the Warrant Exercise Price per share by (B) the fair market value of one share of Warrant Shares all on the Conversion Date (as herein defined). Expressed as a formula such conversion shall be computed as follows: X = X= (B - A – A)* Y Where: X = the number of shares of Common Stock Warrant Shares that shall may be issued to holder Y = the number of shares of Warrant Shares that are being surrendered pursuant to this Net Exercise Right (i.e., the Converted Warrant Shares) A = the Warrant Exercise Price per share B= the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Net Exercise Right, and, if the number of shares of Warrant Shares issued or to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of this Section 10 of this Warrant11, shares issued pursuant to the Conversion Net Exercise Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrantwarrant, the holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Stock as is determined according to the following formula: X = B - A Y Where: X = X= the number of shares of Common Stock that shall be issued to holder Y = the fair market value of one share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition the event, and only in the event, the ---------------- Company raises a minimum of $1,000,000 in the Series G Offering at a valuation of $2.50 or more per share prior to and without limiting the Designation Date, holder shall have the following rights set forth in this Section 1.2 (a) Subject to the vesting schedule set forth in Section 1.1, at any time or from time to time on or prior to the Expiration Date when the Exercise Price shall be less than the Current Market Price (as defined in Section 1.2(c)) of the holder under the terms a share of this WarrantPreferred Stock, the holder of this Warrant shall also have the right to convert this Warrant or any portion thereof (the “"Conversion Right”) "), without payment by the holder of this Warrant of the Exercise Price or any other consideration, into shares of Common Preferred Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant1.2. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant Shares (the “"Converted Warrant Shares”"), the Company shall deliver to the holder of this Warrant (without payment by the holder of any exercise price this Warrant of the Exercise Price or any cash or other consideration) that number of shares of fully paid and nonassessable Common Preferred Stock as is determined according equal to the following formula: X = B - A Y Where: X = quotient obtained by dividing (x) the number difference between (1) the product of shares (A) the Current Market Price of Common Stock that shall be issued to holder Y = the fair market value of one a share of Common Preferred Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., B) the number of Converted Warrant Shares and (2) the product of (A) the Exercise Price multiplied by the Warrant Price(B) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of the Converted Warrant Shares multiplied Shares, in each case as of the Conversion Date (as defined by Section 1.2(b)), by (y) the fair market value Current Market Price of one Converted Warrant Share) a share of Prefer Stock on the Conversion Date. No fractional shares Warrant Shares shall be issuable upon exercise of the Conversion Right, and, and if the number of shares Warrant Shares to be issued determined in accordance with the foregoing following formula is other than a whole number, the Company shall pay to the holder of this Warrant an amount in cash equal to the fair market value Current Market Price of the resulting fractional share Warrant Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A A/Y Where: X = the number of shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., Y multiplied by the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional shares shall be issuable upon exercise of the Conversion Right, and, if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.