Common use of Alternative Cashless Exercise Clause in Contracts

Alternative Cashless Exercise. If (A) the Repurchase Option (as defined below) is not exercised by the Company prior to the close of business on December 15, 2017, (B) the Repurchase Option is so exercised, but the Company does not consummate the Repurchase (as defined below) of this Warrant thereunder in accordance with the terms of the Repurchase Option on or prior to applicable Repurchase Outside Date (as defined below), (C) an Amendment Cancellation Event (as defined below) has occurred or (D) the Company delivers irrevocable notice to the Holder and all holders of the Registered Warrants and the Other Warrants that the Alternative Cashless Exercise (as defined below) has become effective and exercisable by such Holders at their discretion (an “Alternative Cashless Exercise Availability Notice”) (the earliest date on which any of the foregoing occurs, the “Exchange Trigger Date”), then, notwithstanding anything in this Warrant to the contrary, but subject to the limitation set forth in Section 1(f), the Holder may from time to time, in its sole discretion, exercise (the “Alternative Cashless Exercise”) this Warrant, in whole or in part, and, in lieu of the Cashless Exercise contemplated in Section 1(d) or of making any cash payment otherwise contemplated in Section 1(a) to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise three (3) shares of Common Stock (as adjusted for any stock split, stock dividend, stock combination, recapitalization or similar transaction occurring after December 11, 2017 (the “Signing Date”)) for each Warrant Share issuable upon exercise of this Warrant pursuant to Section 1(a) without giving effect to any limitation on exercise set forth herein. If the Repurchase Price (as defined below) is not paid to the Holder in full on or before the applicable Repurchase Outside Date, then, for purposes of Sections 3, 4(a) and 4(b), the Company shall, or shall cause the Successor Entity to, promptly, but in any event before the second (2nd) Business Day following such Repurchase Outside Date, deliver to the Holder any deliverable that was due to the Holder pursuant to Section 4(b) and the Holder shall, for purposes thereof, be deemed to hold a Warrant exercisable for the number of shares of Common Stock calculated pursuant to an Alternative Cashless Exercise (without regard to any limitation on exercise set forth herein), regardless of whether an Exchange Trigger Date has occurred.

Alternative Cashless Exercise. If (A) Notwithstanding any provision herein to the Repurchase Option (contrary, in lieu of exercising this Warrant as defined below) is not exercised set forth above, the Holder may exercise this Warrant by electing to receive that number of shares of Common Stock as determined below by surrendering to the Company at its principal office this Warrant, with the applicable Election to Purchase Shares duly executed by the Holder, in which event the Company shall issue to the Holder the number of shares of Common Stock computed using the following formula: CS = WCS x (MP – PP) MP where: CS equals the number of shares of Common Stock to be issued to the Holder WCS equals the number of Warrant Shares represented by this Warrant to be exercised MP equals the Common Stock Fair Market Value per share (on the date of such calculation) PP equals the Purchase Price Following the surrender of this Warrant pursuant to this Section 2(d), the Company shall promptly issue and deliver to the Holder a certificate or certificates for that number of shares of Common Stock, as calculated above in such name or names as may be designated by such Holder (subject to Section 10 hereof). When Exercise Effective. The exercise of this Warrant shall be deemed to have been effective immediately prior to the close of business on December 15, 2017, (B) the Repurchase Option Business Day on which this Warrant is so exercised, but surrendered to and the Purchase Price is received by the Company does not consummate the Repurchase (as defined below) of this Warrant thereunder in accordance with the terms of the Repurchase Option on or prior to applicable Repurchase Outside Date (as defined below), (C) an Amendment Cancellation Event (as defined below) has occurred or (D) the Company delivers irrevocable notice to the Holder and all holders of the Registered Warrants and the Other Warrants that the Alternative Cashless Exercise (as defined below) has become effective and exercisable by such Holders at their discretion (an “Alternative Cashless Exercise Availability Notice”) (the earliest date on which any of the foregoing occurs, the “Exchange Trigger Date”), then, notwithstanding anything provided in this Warrant to the contrary, but subject to the limitation set forth in Section 1(f), the Holder may from time to time, in its sole discretion, exercise 2 (the “Alternative Cashless ExerciseExercise Date”) this Warrant, and the Person in whole or in part, and, in lieu of the Cashless Exercise contemplated in Section 1(d) or of making whose name any cash payment otherwise contemplated in Section 1(a) to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise three (3) certificate for shares of Common Stock (as adjusted for any stock split, stock dividend, stock combination, recapitalization or similar transaction occurring after December 11, 2017 (the “Signing Date”)) for each Warrant Share shall be issuable upon exercise of this Warrant pursuant to such exercise, as provided in Section 1(a) without giving effect to any limitation on exercise set forth herein. If the Repurchase Price (as defined below) is not paid to the Holder in full on or before the applicable Repurchase Outside Date, then, for purposes of Sections 3, 4(a) and 4(b2(b), the Company shall, or shall cause the Successor Entity to, promptly, but in any event before the second (2nd) Business Day following such Repurchase Outside Date, deliver to the Holder any deliverable that was due to the Holder pursuant to Section 4(b) and the Holder shall, for purposes thereof, be deemed to hold a Warrant exercisable for be the number record holder of such shares of Common Stock calculated pursuant to an Alternative Cashless for all purposes on the Exercise (without regard to any limitation on exercise set forth herein), regardless of whether an Exchange Trigger Date has occurredDate.