Common use of Cashless Exercise Election Clause in Contracts

Cashless Exercise Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the cashless exercise election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable shares of Common Stock as is computed using the following formula: where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Common Stock covered by this Warrant in respect of which the cashless exercise election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Common Stock as determined at the time the cashless exercise election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the cashless exercise election is made pursuant to this Section 4. “Fair Market Value” of a share of Common Stock as of the date that the cashless exercise election is made (the “Determination Date”) shall mean: (a) If traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock shall be deemed to be the average of the closing or last reported sale prices of the Common Stock on such exchange or market over the five day period ending two trading days prior to the Determination Date; (b) If otherwise traded in an over-the-counter market, the fair market value of the Common Stock shall be deemed to be the average of the closing ask prices of the Common Stock over the five day period ending two trading days prior to the Determination Date; and (c) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Company’s Board of Directors.

Cashless Exercise Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the cashless exercise election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable nonassessable shares of Common Stock as is computed using the following formula: where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 4. Y = the number of shares of Common Stock covered by this Warrant in respect of which the cashless exercise election is made pursuant to this Section 4. A = the Fair Market Value (defined below) of one share of Common Stock as determined at the time the cashless exercise election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the cashless exercise election is made pursuant to this Section 4. “Fair Market Value” of a share of Common Stock as of the date that the cashless exercise election is made (the “Determination Date”) shall mean: (a) If traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock shall be deemed to be the average of the closing or last reported sale prices of the Common Stock on such exchange or market over the five day period ending two trading days prior to the Determination Date; (b) If otherwise traded in an over-the-counter market, the fair market value of the Common Stock shall be deemed to be the average of the closing ask prices of the Common Stock over the five day period ending two trading days prior to the Determination Date; and (c) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Company’s Board of Directors.

Cashless Exercise Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock receive Warrant Shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the cashless exercise election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, in which event the Company shall issue to the Holder such that number of fully paid and non-assessable shares Warrant Shares determined by use of Common Stock as is computed using the following formula: where: X = the number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to this Section 4. issued; Y = the number of shares Warrant Shares purchasable under the Warrant or, if only a portion of Common Stock covered by this the Warrant in respect is being exercised, the portion of which the cashless exercise election is made pursuant to this Section 4. Warrant being exercised; A = the Fair Market Value (defined below) of one share of Common Stock Exercise Share for which this Warrant is being exercised (as determined at the time the cashless exercise election is made pursuant to this Section 4. applicable); and B = the Purchase Price Exercise Price. As of any date of determination, if the Warrant Shares are listed on an established national or regional stock exchange, are admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or are publicly traded on an established securities market, then notwithstanding anything else contained in effect under this Warrant at the time Warrant, the cashless exercise election is made pursuant to this Section 4. “Fair Market Value” of a share of Common Stock as of the date that the cashless exercise election is made (the “Determination Date”) shall mean: (a) If traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock one Exercise Share shall be deemed to be the average of the closing or last reported sale prices price of the Common Stock one Exercise Share on such exchange or in such market over (the five highest such closing price if there is more than one such exchange or market) on the trading day period ending two trading days prior to immediately preceding the Determination Date; date on which such determination is being made (b) If otherwise traded in an over-the-counter marketor, the fair market value of the Common Stock shall be deemed to be the average of the closing ask prices of the Common Stock over the five day period ending two trading days prior to the Determination Date; and (c) If if there is no public such reported closing price, the “Fair Market Value” shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day), or, if no sale of any Warrant Shares of is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Warrant Shares are not listed on such an exchange, quoted on such system or traded on such a market for on the Common Stockdate of exercise, then fair market value the “Fair Market Value” of the Warrant Shares shall be determined in good faith by mutual agreement of the Holder and the Company’s Board of Directors, subject to Section 4.5 below.

Cashless Exercise Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock receive Warrant Shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the cashless exercise election notice annexed hereto duly executed, at the principal office of the Company. Thereupon, in which event the Company shall issue to the Holder such that number of fully paid and non-assessable shares Warrant Shares determined by use of Common Stock as is computed using the following formula: X = Y(A-B) where: X = the number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to this Section 4. issued; Y = the number of shares Warrant Shares purchasable under the Warrant or, if only a portion of Common Stock covered by this the Warrant in respect is being exercised, the portion of which the cashless exercise election is made pursuant to this Section 4. Warrant being exercised; A = the Fair Market Value (defined below) of one share of Common Stock Warrant Share for which this Warrant is being exercised (as determined at the time the cashless exercise election is made pursuant to this Section 4. applicable); and B = the Purchase Price Exercise Price. As of any date of determination, if the Warrant Shares are listed on an established national or regional stock exchange, are admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or are publicly traded on an established securities market, then notwithstanding anything else contained in effect under this Warrant at the time Warrant, the cashless exercise election is made pursuant to this Section 4. “Fair Market Value” of a share of Common Stock as of the date that the cashless exercise election is made (the “Determination Date”) shall mean: (a) If traded on a securities exchange or the Nasdaq National Market, the fair market value of the Common Stock one Warrant Share shall be deemed to be the average of the closing or last reported sale prices price of the Common Stock one Warrant Share on such exchange or in such market over (the five highest such closing price if there is more than one such exchange or market) on the trading day period ending two trading days prior to immediately preceding the Determination Date; date on which such determination is being made (b) If otherwise traded in an over-the-counter marketor, the fair market value of the Common Stock shall be deemed to be the average of the closing ask prices of the Common Stock over the five day period ending two trading days prior to the Determination Date; and (c) If if there is no public such reported closing price, the “Fair Market Value” shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day), or, if no sale of any Warrant Shares of is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Warrant Shares are not listed on such an exchange, quoted on such system or traded on such a market for on the Common Stockdate of exercise, then fair market value the “Fair Market Value” of the Warrant Shares shall be determined in good faith by mutual agreement of the Holder and the Company’s Board of Directors, subject to Section 5.5 below.