Common use of Cashless Exercise of Warrants Clause in Contracts

Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: Where: CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and EP equals the Exercise Price (as adjusted to the date of such calculation). (b) For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. 230.144, as amended, the parties hereto agree that the exercise of this Warrant in accordance with this Section 2.2 shall be deemed to be a conversion of such Warrant, pursuant to the terms of this Warrant, into Common Stock. (c) For purposes of this Section 4, “Fair Market Value” shall mean with respect to every share of Common Stock on any date in question (i) the average of the closing bid prices per share of the Common Stock for the previous 15 consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company’s board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person of, the Company or any Holder) of recognized national standing retained by the Company and acceptable to the Holder.

Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: Where: CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and EP equals the per share Exercise Price (as adjusted to the date of such calculation). (b) For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. 230.144, as amended, the parties hereto agree that the exercise of this Warrant in accordance with this Section 2.2 shall be deemed to be a conversion of such Warrant, pursuant to the terms of this Warrant, into Common Stock. (c) For purposes of this Section 4, “Fair Market Value” shall mean with respect to every share of Common Stock on any date in question (i) the average of the closing bid prices per share of the Common Stock Stock, as reported by Bloomberg, L.P., for the previous 15 consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company’s board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person of, the Company or any Holder) of recognized national standing retained by the Company and acceptable to the Holder.

Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant Warrants (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: Where: CS = WCS x (FMV - EP) ---------------- FMV Where CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; Warrant WCS equals the number of shares of Common Stock purchasable under the Warrant Warrants being exercised (at the date of such calculation); ) FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and ) EP equals the Exercise Price (as adjusted to the date of such calculation). (b) For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. 230.144, as amended, the parties hereto agree that the exercise of this Warrant any Warrants in accordance with this Section 2.2 shall be deemed to be a conversion of such WarrantWarrants, pursuant to the terms of this WarrantAgreement and the Warrants, into Common Stock. (c) For purposes of this Section 4, “"Fair Market Value” " shall mean with respect to every share of Common Stock on any date in question (i) the average of the closing bid prices per share of the Common Stock for the previous 15 fifteen (15) consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company’s 's board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person of, the Company or any Holder) of recognized national standing retained by the Company and acceptable to the Holder.

Cashless Exercise of Warrants. (a) Notwithstanding Subject to Section 4.5 of the Purchase Agreement and notwithstanding the provisions of Section 3 above2.1 hereof, if the Fair Market Value FMV (as defined below in this Section) of the Common Stock for which a Warrant may be exercised is greater than the Exercise Purchase Price payable in connection with the exercise thereof (at the date of calculation, as set forth below), in lieu of exercising the such Warrant as permitted in Section 2.1(b)2.1, the Holder holder of a Warrant Certificate may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the WarrantWarrant Certificate, together with the Subscription Form election to purchase (a form of which is attached to each Warrant Certificate) attached thereto duly executed, to the Company at its office referred to in Section 2(b1.2(b) hereof, in which event the Company shall issue to the Holder holder of the Warrant Certificate that number of shares of Common Stock computed using the following formula: Where: CS = WCS x (FMV - PP) ---------------- FMV Where CS equals the number of shares of Common Stock to be issued to the holder of the WarrantWarrant Certificate; WCS equals the number of shares of Common Stock then purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value fair market value of one share of the Common Stock (at the date of such calculation)) as determined by the Company's Board of Directors in good faith; and EP PP equals the Exercise Purchase Price (as adjusted to the date of such calculation). (b) For purposes of Rule 144 under ; provided, however, that no such exercise shall be valid in the Securities Act, 17 C.F.R. ss. 230.144, as amended, the parties hereto agree event that the Company reasonably determines that such exercise would constitute a violation of this Warrant in accordance with this Section 2.2 shall be deemed to be a conversion the FCC Laws. In the event that the Company, on advice of such Warrantits FCC counsel or the registered holder, pursuant on advice of FCC counsel reasonable acceptable to the terms of this WarrantCompany, into Common Stock. (c) For purposes of this Section 4, “Fair Market Value” shall mean with respect to every share of Common Stock on any date in question (i) reasonably determines that such violation may be remedied by receiving the average consent of the closing bid prices per share of the Common Stock for the previous 15 consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company’s board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person ofFCC prior to such exercise, the Company or any Holder) of recognized national standing retained by and the Company and acceptable registered holder, at the Company's expense, shall promptly take such actions as are reasonably necessary to obtain the HolderFCC's consent to such transaction.

Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: Where: CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and EP equals the Exercise Price (as adjusted to the date of such calculation). (b) For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. § 230.144, as amended, the parties hereto agree that the exercise of this Warrant in accordance with this Section 2.2 shall be deemed to be a conversion of such Warrant, pursuant to the terms of this Warrant, into Common Stock. (c) For purposes of this Section 4, “Fair Market Value” shall mean with respect to every share of Common Stock on any date in question (i) the average of the closing bid prices per share of the Common Stock for the previous 15 consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company’s board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person of, the Company or any Holder) of recognized national standing retained by the Company and acceptable to the Holder.

Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (FMV - EP) FMV Where: CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and EP equals the Exercise Price (as adjusted to the date of such calculation). (b) For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. 230.144, as amended, the parties hereto agree that the exercise of this Warrant in accordance with this Section 2.2 shall be deemed to be a conversion of such Warrant, pursuant to the terms of this Warrant, into Common Stock. (c) For purposes of this Section 4, “"Fair Market Value” " shall mean with respect to every share of Common Stock on any date in question (i) the average of the closing bid prices per share of the Common Stock for the previous 15 consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company’s 's board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person of, the Company or any Holder) of recognized national standing retained by the Company and acceptable to the Holder.

Cashless Exercise of Warrants. (a) Notwithstanding the provisions of Section 3 above, if the Fair Market Value is greater than the Exercise Price (at the date of calculation, as set forth below), in lieu of exercising the Warrant as permitted in Section 2.1(b), the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Warrant (or the portion thereof being canceled) by surrender of the Warrant, together with the Subscription Form duly executed, to the Company at its office referred to in Section 2(b) hereof, in which event the Company shall issue to the Holder that number of shares of Common Stock computed using the following formula: CS = WCS x (FMV - EP) ----------------- FMV Where: CS equals the number of shares of Common Stock to be issued to the holder of the Warrant; WCS equals the number of shares of Common Stock purchasable under the Warrant being exercised (at the date of such calculation); FMV equals the Fair Market Value of one share of the Common Stock (at the date of such calculation); and EP equals the Exercise Price (as adjusted to the date of such calculation). (b) For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss. 230.144, as amended, the parties hereto agree that the exercise of this Warrant in accordance with this Section 2.2 shall be deemed to be a conversion of such Warrant, pursuant to the terms of this Warrant, into Common Stock. (c) For purposes of this Section 4, “"Fair Market Value” " shall mean with respect to every share of Common Stock on any date in question (i) the average of the closing bid prices per share of the Common Stock for the previous 15 consecutive trading days (A) on the principal securities exchange or trading market where the Common Stock is listed or traded or, if the foregoing does not apply, (B) in the over-the-counter market on the electronic bulletin board for the Common Stock or (ii), if, and only if, no trading price is reported for the Common Stock, then its Fair Market Value shall be as determined, in good faith by the board of directors of the Company. If the Holder shall object in writing within 5 days of notification of the determination of the Company’s 's board of directors, then the Fair Market Value shall be determined by an investment banking firm or appraisal firm (which firm shall own no securities of, and shall not be an affiliate, subsidiary or a related person of, the Company or any Holder) of recognized national standing retained by the Company and acceptable to the Holder.