Common use of Determination of Fair Market Value Clause in Contracts

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Applicable Stock (or which shall be Common Stock if the Shares have Applicable Stock has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined in good faith by the Company’s Board of Directors of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.24, “"fair market value” " of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an "Exchange"), the fair market value of the Common Stock shall be deemed to be the weighted average of the closing prices of a share of the Common Stock of the Company on such exchange over the last five (5) trading days immediately prior to the Determination DateDate reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of (ii) if shares of Common Stock into which each share of Series Preferred is then convertible; (B) If are not traded on an Exchange but trade in the Nasdaq Stock Market or other over-the-counter systemmarket and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the fair market value average of the Common Stock shall be deemed to be last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing prices of bid and ask prices, in each case on the Common Stock over the last five (5) trading days immediately (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination DateDate as reported in The Wall Street Journal, and or (iii) if no price can be determined on the fair market value basis of the Shares shall be deemed to be such fair market value above methods of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockvaluation, then fair market value the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the "Requesting Holders") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company in good faithis communicated to holders of the Warrants affected thereby, which notice specifies a majority- in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. In making a Such investment banking firm's determination under clauses (A) or (B) aboveof such Valuation shall be final, binding and conclusive on the Company and the holders of all of the Warrants issued hereunder and then outstanding. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Requesting Holders, however, if on the Determination DateValuation is within 90% of either party's valuation, five trading days had not passed since then the closing other party shall pay all of the costs and fees of such investment banking firm. For purposes of this Section 4(j), the term "Valuation" shall mean the determination, to be made initially by the Board of Directors of the Company’s initial public offering , of its Common Stock (“IPO”), then the fair market value per share of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior pursuant to the Determination Date clause (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day)iii) above. If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.k.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq NASDAQ Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Company’s Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”)) effected pursuant to a Registration Statement on Form S-1 (or its successor) filed under the Act, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.24, “fair market value” ---------------------------------- --------- "FAIR MARKET VALUE" of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”"DETERMINATION DATE") shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an "EXCHANGE"), the fair market value of the Common Stock shall be deemed to be the weighted average of the closing prices of a share of the Common Stock of the Company on such exchange over the last five (5) trading days immediately prior to the Determination DateDate reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of (ii) if shares of Common Stock into which each share of Series Preferred is then convertible; (B) If are not traded on an Exchange but trade in the Nasdaq Stock Market or other over-the-counter systemmarket and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), the fair market value of the Common Stock shall be deemed to be the weighted average of the closing prices of a share of the Common Stock over of the Company on the last five (5) trading days immediately prior to the Determination DateDate reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), and (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the fair market value average of the Shares shall be deemed closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to be such fair market value of the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock multiplied by the number National Quotation Bureau, Incorporated or any other successor organization for such day, the average of shares the high and low bid and asked price of Common Stock into which each Share is then convertible; and (C) If there is no public any of the market makers for the Common StockStock as reported in the "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days, or (v) if no price can be determined on the basis of the above methods of valuation, then fair market value the judgment of valuation shall be determined in good faith by the Board of Directors of the Company Company, which determination shall be described in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of duly adopted board resolution certified by the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.'s

Determination of Fair Market Value. For purposes The Fair Market Value of the Offered Shares shall be determined in accordance with the procedures set forth in this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering22(d). (ii1) The Fair Market Value of the Offered Shares shall be equal to that price that would be payable as of the end of the calendar quarter immediately preceding the termination of Executive's employment assuming the sale of 100% of the equity of CHC in a cash transaction on such date, after appropriate consideration of all CHC's liabilities (including borrowings and preferred, common and contingent equity claims), and without application of any assumptions regarding synergies that might be achieved by any particular buyer, liquidity discount, or minority discount. Within 30 days following the Put Notice, CHC and Executive shall negotiate in good faith in an effort to reach mutual agreement as to the Fair Market Value of the Offered Shares. (2) If CHC and Executive are unable to reach agreement as to the Conversion Right Fair Market Value of the Offered Shares within such 30 day period, the Fair Market Value of the Offered Shares shall be determined by an appraisal process as set forth herein. Each of CHC and Executive shall designate, within 15 days after the conclusion of the 30 day negotiation period referred to above, an independent and experienced appraiser (each individually an "Appraiser" and collectively the "Appraisers"). The Appraisers shall be instructed to complete their appraisals of the Fair Market Value of the Offered Shares by no later than 30 days after their appointment. If the determination of the Appraiser with the higher determination is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchangegreater than 110% of the determination of the other Appraiser, the fair market value of the Common Stock Fair Market Value shall be deemed equal to be the average of the closing prices determinations of the Common Stock two Appraisers; provided, however, if the higher determination is greater than 110% of the lower determination, then the two Appraisers shall jointly select a third Appraiser within 10 days after the first date on which both of such exchange over two Appraisers have delivered their reports. Such third Appraiser shall deliver its report of its good faith determination of the five trading Fair Market Value of the Offered Shares within 30 days immediately prior to the Determination Dateafter such appointment, and in such case the fair market value of the Shares Fair Market Value shall be deemed equal to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices closest determinations; provided, however that if the highest and lowest of such three determinations differ from the Common Stock over middle determination by an equal amount, the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Fair Market Value shall be deemed equal to be such fair market value middle determination. The cost of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value all such appraisals shall be determined borne by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayCHC.

Determination of Fair Market Value. For purposes of this Section 10.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing holder of this Warrant and the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “"fair market value” " of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchangeexchange or the Nasdaq National Market, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange or market over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market (other than the Nasdaq National Market) or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by (i) mutual agreement of the holders of a majority-in-interest of the warrants issued pursuant to the Purchase Agreement who are then seeking to exercise their Conversion Rights (the "Converting Holders") and the Company or (ii) if no such mutual agreement can be reached within 15 days, then the higher of (a) the book value of a share of the Common Stock as determined by a firm of independent public accountants selected (within 10 days after the failure of the Company and the Converting Holders to reach mutual agreement) by the Board of Directors of the Company in good faith. In making a with the consent of the holders of the majority-in-interest of the warrants issued pursuant to the Purchase Agreement that are beneficially owned by Converting Holders, which consent shall not be unreasonably withheld or delayed, as at the last day of any month ending within 60 days preceding the date as of which the determination under clauses is to be made (Asuch determination of the independent public accountant to be completed within 30 days after such independent public accountant is chosen by the Company and the Converting Holders) or (Bb) above, if on the Determination Date, five trading fair value thereof determined in good faith by an independent appraiser (chosen within 10 days had not passed since after the closing failure of the Company’s initial public offering Company and the Converting Holders to reach mutual agreement by the Board of its Common Stock (“IPO”), then the fair market value Directors of the Common Stock Company with the consent of the Converting Holder exercising the Conversion Right with respect to the greatest number of shares, which consent shall not be unreasonably withheld or delayed) as of a date which is within 15 days of the date as of which the determination is to be made (such determination of the independent appraiser to be completed within 30 days after such independent appraiser is chosen by the Company and the Converting Holders). The fees and expenses of any such independent public accountant or independent appraiser shall be borne one half by the average closing prices or closing bid pricesConverting Holders (among the Converting Holders, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior pro rata according to the Determination Date (or if such period includes only number of shares for which Conversion Rights are being exercised) and one trading day, half by the closing price or closing bid price, as applicable, for such trading day)Company. If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, Addendum “fair market value” of a Share (or which shall be Common Stock if the Shares have Share has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (ia) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (iib) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (Ai) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately ending three days prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (Bii) If traded on the Nasdaq Stock Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid and ask prices of the Common Stock over the five trading days immediately ending three days prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (Ciii) If there is no public market for the Common Stockmarket, then fair market value (the highest price per share which Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold, from authorized but unissued shares) shall be determined in good faith by the Company’s Board of Directors of unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then which case the fair market value of the Common Stock shall be deemed to be the average closing prices or closing bid prices, as applicable, for value received by the shorter period beginning on and including the date holders of the IPO and ending on the trading day prior Common Stock pursuant to the Determination Date (such merger or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange acquisition or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayconsolidation.

Determination of Fair Market Value. For purposes of this Section 10.29.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Company’s Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2Agreement, “fair market valueFair Market Value” shall mean, as of a Share any particular date: (or Common a) the lowest of the five most recent closing prices of the Warrant Stock if the Shares trading on any public exchange; (b) if there have been converted into Common Stockno sales of the Warrant Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Warrant Stock on all such exchanges at the end of such day; (c) as of a particular date (if on any such day the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right Warrant Stock is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded listed on a domestic securities exchange, the fair market value closing sales price of the Common Warrant Stock shall be deemed to be as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Warrant Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the closing highest bid and lowest asked prices for the Warrant Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Common Stock on such exchange over the five trading days Business Day immediately prior to the Determination Dateday as of which “Fair Market Value” is being determined; provided, and that if the Warrant Stock is listed on any domestic securities exchange, the term “Business Day” as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Warrant Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the “Fair Market Value” of the Warrant Stock shall be the fair market value per share of Warrant Stock as determined jointly by the Company and the Holder; provided, that if the Company and the Holder are unable to agree on the Fair Market Value per share of the Shares shall be deemed Warrant Stock within a reasonable period of time (not to be such fair market value exceed ten (10) days from the Company’s receipt of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock purchase form), such Fair Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value Value shall be determined by the Board of Directors of a nationally recognized investment banking, accounting or valuation firm jointly selected by the Company in good faithand the Holder. In making a The determination under clauses (A) or (B) aboveof such firm shall be final and conclusive, if on and the Determination Date, five trading days had not passed since the closing fees and expenses of such valuation firm shall be borne by the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.22(b) ---------------------------------- above, “fair market value” value of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right exercise is exercised in connection with and contingent upon a sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the Securities Act of 1933, as amended (a "Public Offering"), and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " for such type of security specified in the final prospectus with respect to such offering. (ii) If the Conversion Right exercise is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If such type of security is traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock such type of security on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If such type of security is traded on the Nasdaq Stock Market or other over-the-counter systemcounter, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock such type of security over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stocksuch type of security, then fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of Holder and the Company’s initial public offering , and if the Holder and the Company are unable to so agree, by an investment banker of its Common Stock (“IPO”), then national reputation selected by the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on Company and including the date of the IPO and ending on the trading day prior reasonably acceptable to the Determination Date (or if such period includes only one trading dayHolder, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported cost to be shared equally by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayparties.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Applicable Stock (or which shall be Common Stock if the Shares have Applicable Stock has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Applicable Stock (or which shall be Common Stock if the Shares have Applicable Stock has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other an over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined in good faith by the Company’s Board of Directors of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement registration statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offeringPublic Offering. (ii2) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied (if the Series Preferred is not then constituted as Common Stock) by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied (if the Series Preferred is not then constituted as Common Stock) by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be reasonably determined in good faith by the Board board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing directors of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.210.1, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be reasonably determined by the Board board of Directors directors of the Company in good faithCompany. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq NASDAQ Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for for. the Common Stock, then fair market value shall be determined by the Company’s Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”)) effected pursuant to a Registration Statement on Form S-1 (or its successor) filed under the Act, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2Warrant, “fair market value” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an “Exchange”), the fair market value weighted average of the closing sale price of a share of the Common Stock shall be deemed of the Company on the last five (5) trading days prior to be the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), the weighted average of the closing sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing prices of sale price, in each case on the Common Stock on such exchange over the last five (5) trading days immediately (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination DateDate as reported by the Over the Counter Bulletin Board (the “OTCBB”), and the fair market value of the Shares shall be deemed to be such fair market value of National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no closing sales price is reported for the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market OTCBB, National Quotation Bureau, Incorporated or any other over-the-counter systemsuccessor organization for such day, the fair market value of the Common Stock shall be deemed to be the average of the closing prices high and low bid and asked price of any of the market makers for the Common Stock over as reported on the OTCBB or in the “pink sheets” by the Pink Sheets, LLC on the last five (5) trading days immediately prior to days, or (v) if no price can be determined on the Determination Date, and the fair market value basis of the Shares shall be deemed to be such fair market value above methods of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockvaluation, then fair market value the judgment of valuation shall be determined in good faith by the Board of Directors, which determination shall be described in a duly adopted board resolution certified by the Company’s Secretary or Assistant Secretary. If the Board of Directors is unable to determine any Valuation (as defined below), or if the Holder disagrees with the Board of Directors’ determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors is communicated to the Holder, which notice specifies the Holder’s determination of such Valuation, then the Company and the Holder shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company in good faithwithin the preceding two (2) years, which shall determine such Valuation. In making a Such investment banking firm’s determination under clauses (A) or (B) aboveof such Valuation shall be final, binding and conclusive on the Company and the Holder. Any and all costs and fees of such investment banking firm shall be borne equally by the Company and the Holder, however, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.the

Determination of Fair Market Value. For purposes of this Section 10.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the .the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq NASDAQ Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Company’s Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”)) effected pursuant to a Registration Statement on Form S-1 (or its successor) filed under the Act, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2G.1.2, “"fair market value” " of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) Net Issuance Exercise Date shall mean: (i) If if the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration 's registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus Prospectus with respect to such offering. (ii) If if the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (Aa) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the last reported sale price or if no reported sale takes place, the average of the closing last reported sale prices of for the Common Stock on such exchange over the five last three (3) trading days immediately prior to the Determination Net Issuance Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (Bb) If traded on the Nasdaq Stock National Market or other over-the-counter systemthe Nasdaq Small Cap Market, the fair market value of the Common Stock shall be deemed to be the average of the last reported sale price of the common Stock on such Market over the last three (3) trading days prior to the Net Issuance Exercise Date; (c) If traded over-the-counter other than on the Nasdaq National market or the Nasdaq SmallCap Market, the fair market value of the Common Stock shall be deemed to be the average of the midpoint between the closing bid and ask prices of the Common Stock over the five 3-day trading days immediately period prior to the Determination Net Issuance Exercise Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (Cd) If there is no public market for the Common Stock, then the fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of Warrantholder and the Company’s initial public offering , and if the Warrantholder and the company are unable to so agree, at the Company's sole expense, by an investment banker of its Common Stock (“IPO”), then national reputation selected by the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on Company and including the date of the IPO and ending on the trading day prior reasonably acceptable to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayWarrantholder.

Determination of Fair Market Value. For purposes of this Section 10.211.3, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon the closing of the sale and issuance of shares of Common Stock of the Company in a firmly underwritten public offering, pursuant to an effective registration statement under the Securities Act of 1933, as amended, (“Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange CommissionSEC, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter systemcounter, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing holder of this Warrant and the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share (or Common share of Applicable Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined in good faith by the Company’s Board of Directors of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Common Stock (or which shall be Common Stock if the Shares have Warrant has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. For the avoidance of doubt, but subject to the payment of the Change of Control Fee as set forth in Section 3(d), if the Net Issuance Right is exercised in connection with and contingent upon a Public Offering, this Warrant shall be deemed to have been exercised immediately prior to the effectiveness of the Registration Statement. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other an over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined in good faith by the Company’s Board of Directors of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.24, “fair market value” ---------------------------------- --------- "FAIR MARKET VALUE" of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”"DETERMINATION DATE") shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an "EXCHANGE"), the fair market value weighted average of the closing sale price of a share of the Common Stock shall be deemed of the Company on the last five (5) trading days prior to be the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day); (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), the weighted average of the closing sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing prices of sale price, in each case on the Common Stock on such exchange over the last five (5) trading days immediately (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination DateDate as reported by the Over the Counter Bulletin Board (the "OTCBB") or the "pink sheets" by the Pink Sheets, and the fair market value of the Shares shall be deemed to be such fair market value of LLC; (iv) if no closing sales price is reported for the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on OTCBB or "pink sheets" by the Nasdaq Stock Market or other over-the-counter systemPink Sheets, the fair market value of the Common Stock shall be deemed to be LLC for such day, the average of the closing prices high and low bid and asked price of any of the market makers for the Common Stock over as reported on the OTCBB or in the "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days immediately prior to days; or (v) if no price can be determined on the Determination Date, and the fair market value basis of the Shares shall be deemed to be such fair market value above methods of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockvaluation, then fair market value the judgment of valuation shall be determined in good faith by the Board of Directors of the Company Company, which determination shall be described in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of duly adopted board resolution certified by the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.'s

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Board board of Directors directors of the Company in good faithCompany. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”)Public Offering, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2G.1.2, “"fair market value” " of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) Net Issuance Exercise Date shall mean: (i) If if the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration 's registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus Prospectus with respect to such offering. (ii) If if the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (Aa) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the last reported sale price or if no reported sale takes place, the average of the closing last reported sale prices of for the Common Stock on such exchange over the five last three (3) trading days immediately prior to the Determination Net Issuance Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (Bb) If traded on the Nasdaq Stock National Market or other over-the-counter systemthe Nasdaq Small Cap Market, the fair market value of the Common Stock shall be deemed to be the average of the last reported sale price of the common Stock on such Market over the last three (3) trading days prior to the Net Issuance Exercise Date; (c) If traded over-the-counter other than on the Nasdaq National market or the Nasdaq SmallCap Market, the fair market value of the Common Stock shall be deemed to be the average of the midpoint between the closing bid and ask prices of the Common Stock over the five 3-day trading days immediately period prior to the Determination Net Issuance Exercise Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and, (Cd) If there is no public market for the Common Stock, then the fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of Warrantholder and the Company’s initial public offering , and if the Warrantholder and the Company are unable to so agree, at the Company's sole expense, by an investment banker of its Common Stock (“IPO”), then national reputation selected by the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on Company and including the date of the IPO and ending on the trading day prior reasonably acceptable to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayWarrantholder.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”)) effected pursuant to a Registration Statement on Form S-1 (or its successor) filed under the Act, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in their good faithfaith judgment. In making a determination under clauses (A) or (B) above, if on the the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market marker value shall be determined in good faith by the Board board of Directors directors of the Company in good faithCompany. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; 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 of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five (5) trading days had not passed since the closing of the Company’s 's initial public offering of its Common Stock (“IPO”)Public Offering, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO such initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing faith by board of directors of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23.2, “fair market value” value of a Share (or Common share of Series D Preferred Stock if on the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) Conversion Date shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon the Company's initial public offering pursuant to a registration statement (a "Public Offering"), and if the Company’s 's Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offeringoffering times the number of shares of Common Stock into which each Converted Warrant Share is then convertible. (ii) If the Conversion Right is exercised in connection with an Acquisition, the effective per share consideration to be received in an Acquisition by holders of the Common Stock, which price shall be as specified in the agreement entered into with respect to such Acquisition and determined assuming receipt of the aggregate exercise price of all outstanding warrants to purchase equity securities of the Company (the "Outstanding Warrants"), or if no such price is set forth in the agreement concerning the Acquisition, than as determined in good faith by the Company's Board of Directors upon a review of relevant factors, including the aggregate exercise price of all Outstanding Warrants. (iii) If the Conversion Right is not exercised in connection with an Acquisition or in connection with and contingent upon a Public Offering, then as follows: (A) If such type of security is traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock such type of security on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Conversion Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; ; (B) If such type of security is traded on the Nasdaq Stock Market or other over-the-counter systemcounter, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock such type of security over the 30-day period ending five trading business days immediately prior to the Determination Conversion Date, ; and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stocksuch type of security, then fair market value shall be determined by mutual agreement of FSC Corp. and the Board of Directors of Company, and if FSC Corp. and the Company in good faith. In making a determination under clauses (A) or (B) aboveare unable to so agree, if on by an investment banker of national reputation selected by the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock Company and reasonably acceptable to FSC Corp.. All fees and expenses for such investment banker shall be the average closing prices or closing bid prices, as applicable, paid for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.FSC Corp..

Determination of Fair Market Value. For purposes of this Section 10.2, “. "fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; 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 of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five (5) trading days had not passed since the closing of the Company’s 's initial public offering of its Common Stock (“IPO”)Public Offering, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO such initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement registration statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offeringPublic Offering. (ii2) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices price of the Common Stock on such exchange over on the five trading days day immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied (if the Series Preferred is not then constituted as Common Stock) by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices bid price of the Common Stock over on the five trading days day immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied (if the Series Preferred is not then constituted as Common Stock) by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be reasonably determined in good faith by the Board board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing directors of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board Company's board of Directors of the Company directors acting in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Applicable Stock (or which shall be Common Stock if the Shares have Applicable Stock has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid and ask prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value (the highest price per share which Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold, from authorized but unissued shares) shall be determined in good faith by the Company’s Board of Directors unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Common Stock shall be deemed to be the value received by the holders of the Company in good faithCommon Stock pursuant to such merger or acquisition or other consolidation. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid and ask prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid and ask price, as applicable, for such trading day). If closing prices or closing bid and ask prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid and ask price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.210.1, “fair market value” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement registration statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock National Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then the fair market value of the Common Stock shall be reasonably determined by the Board board of Directors directors of the Company in good faithCompany. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Applicable Stock (or which shall be Common Stock if the Shares have Applicable Stock has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Initial Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO Initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such soda trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.210.3, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter systemcounter, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; 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' Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayDirectors.

Determination of Fair Market Value. For purposes of this Section 10.2---------------------------------- 10.3, “"fair market value” " of a Share share of Series Preferred (or Common Con=on Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter systemcounter, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; 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 of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayDirectors.

Determination of Fair Market Value. For purposes (a) The General Partner will provide written notice to each holder of this Section 10.2, “fair market value” Units of a Share any determination of Fair Market Value within ten (or Common Stock if the Shares have been converted into Common Stock10) as days of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to any such Public Offering determination (“Registration StatementFMV Notice”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering). (iib) If any holder of Units disagrees with any such determination by the Conversion Right General Partner, such holder of Units shall deliver to the General Partner a written notice of objection (a “FMV Objection”) within fifteen (15) Business Days after delivery of the FMV Notice. Upon receipt of a FMV Objection, the General Partner and the objecting holder will negotiate in good faith to agree on such Fair Market Value. If such agreement is not exercised in connection with reached between the General Partner and contingent upon a Public Offering, then as follows: the objecting holder (A) If traded on a securities exchangeprovided if there is more than one objecting holder, the fair market value agreement of the Common Stock Primary Objecting Holder shall control and be deemed to be binding on all objecting holders) within five (5) Business Days after the average delivery of the closing prices of the Common Stock on FMV Objection, such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Fair Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value Value shall be determined by an Independent Appraiser jointly selected by the Board General Partner and the objecting holder holding the greatest number of Class A Units (the “Primary Objecting Holder”); provided that in determining which holder shall be the Primary Objecting Holder, any holder (including its Affiliates) having the right to designate Directors that approved the relevant determination of Fair Market Value on behalf of the Company General Partner shall not be eligible to act as the Primary Objecting Holder. If the parties are unable to agree on an Independent Appraiser within fifteen (15) days after delivery of the FMV Objection, within seven (7) days after the end of such fifteen (15) day period, each of the General Partner and the Primary Objecting Holder shall submit the names of three Independent Appraisers, and each party shall be entitled to strike one name from the other party’s list of firms, and the Independent Appraiser shall be selected by lot from the remaining firms. Such Independent Appraiser shall submit to the General Partner and the Primary Objecting Holder a written report within thirty (30) days of its engagement setting forth such determination. The fees and expenses of any Independent Appraiser shall be borne by the Partnership. The determination of any Independent Appraiser as to Fair Market Value shall be final and binding upon the General Partner and all Partners and all holders of Units. No holder of Units shall have any right to object to any determination of Fair Market Value made in good faith. In making accordance with clause (i) of the definition of Fair Market Value. (c) Any Independent Appraiser selected to make a determination under clauses (A) or (B) above, if of Fair Market Value of any Equity Securities issued by any Person in the Partnership Group shall value such Equity Securities on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market enterprise value of the Common Stock applicable Person in the Partnership Group, without any discount for lack of control, minority or lack of liquidity. (d) If any FMV Objection Notice is delivered, the event dependent on such determination of Fair Market Value shall be deferred until the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date determination of the IPO and ending on the trading day prior Fair Market Value pursuant to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading daythis Section 3.13.

Determination of Fair Market Value. For valuation purposes under this Agreement, the "Value" of this Section 10.2, “each Share on any relevant date shall be equal to the fair market value” value of a such Share as determined in accordance with the following provisions: (or a) If the Shares have not yet converted pursuant to their terms into shares of Issuer's Common Stock or if the Shares have been converted pursuant to their terms into shares of Issuer's Common Stock) as of a particular date (Stock but Issuer's Common Stock at the “Determination Date”) shall mean: (i) If time is neither listed nor admitted to trading on any stock exchange nor traded in the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commissionover-the-counter market, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) aboveIssuer, if taking into account any limitations on transferability, whether due to the Determination Date, five trading days had not passed since the closing size of the Company’s initial public offering block of its shares or the restrictions of applicable securities laws. (b) If the Shares have converted pursuant to their terms into shares of Issuer's Common Stock, and if Issuer's Common Stock (“IPO”)is at the time listed or admitted to trading on any stock exchange, then the fair market value of each Share shall be the closing selling price of one share of Common Stock on the date in question on the stock exchange serving as the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value of each Share shall be the closing selling price on the exchange on the last preceding date for which such quotation exists. (c) If the Shares have converted pursuant to their terms into shares of Issuer's Common Stock, and if Issuer's Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded in the over-the-counter market, the fair market value of each Share shall be the mean between the highest bid and lowest asked prices (or, if such information is available, the closing selling price) of one share of the Common Stock on the date in question in the over-the-counter market, as such prices are reported by the National Association of Securities Dealers through its Nasdaq system or any successor system. If there are no reported bid and asked prices (or closing selling price) for the Common Stock on the date in question, then the mean between the highest bid price and lowest asked price (or the closing selling price) on the last preceding date for which such quotations exist shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date determinative of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayfair market value of each Share.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) The term "Fair Market Value" shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average applicable Security or other securities as of the closing prices applicable date on the basis of a sale of such Security or securities in an arms length private sale between a willing buyer and a willing seller, neither acting under compulsion (or, in the Common Stock on such exchange over the five trading days immediately prior to the Determination Datecase of an Option, and the fair market value of the Shares that may then be purchased or received by the holder of such Option upon exercise or conversion thereof, determined as described in this Section 10, minus the exercise or conversion price applicable thereto). In determining such Fair Market Value, no discount shall be deemed taken for constituting a minority interest and no upward adjustment or discount shall be taken relating to the fact that the Securities in question are subject to the restrictions and entitled to the rights provided hereunder. For purposes of Sections 6 or 7 of this Agreement, such Fair Market Value shall be determined: (i) in the case of any Securities or other securities to be such fair market value valued representing less than 10% of the Common Stock multiplied then outstanding Registrable Securities, in good faith by the number Board and (ii) in the case of any Securities or other securities to be valued representing more than 10% of the then outstanding Registrable Securities, absent any agreement between the Company and the holders of a majority of the Securities in question regarding such valuation, by an Independent Investment Banking Firm retained by the Company (the fees and expenses of which shall be shared in one-half shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded by the Company, on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Dateone hand, and the fair market value holders of Securities subject to such Fair Market Value determination, on the other hand) selected as follows. The Board shall select three Independent Investment Banking Firms none of whom shall be an Affiliate of any Investor, and the Independent Investment Banking Firm to perform the calculation shall be selected from such list of three by the holders of a majority of the Shares shall be deemed Securities subject to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayFair Market Value determination.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering, net of any discounts and/or commissions paid to the underwriters. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Applicable Stock (or which shall be Common Stock if the Shares have Applicable Stock has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If if traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Initial Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO Initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such soda trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.22.3, “"fair market value” " of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) Net Issuance Exercise Date shall mean: (i) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus Prospectus with respect to such offering. (ii) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If the Common Stock is traded on a securities exchange, the fair market value of a share of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five 20 consecutive trading days immediately ending five business days prior to the Determination Net Issuance Exercise Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If the Common Stock is traded on the Nasdaq Stock National Market or other the Nasdaq SmallCap Market, the fair market value of a share of the Common Stock shall be deemed to be the average of the last reported sales prices of the Common Stock on such Market over the 30-day period ending five business days prior to the Net Issuance Exercise Date; (C) If the Common Stock is traded over-the-counter systemother than on the Nasdaq National Market or the Nasdaq SmallCap Market, the fair market value of a share of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Net Issuance Exercise Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (CD) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of a share of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date determined by mutual agreement of the IPO Warrantholder and ending on the trading day prior Company, and if the Warrantholder and the Company are unable to so agree, at the Company's sole expense, by an investment banker of national reputation selected by the Company and reasonably acceptable to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayWarrantholder.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.24, “fair market valueFAIR MARKET VALUE” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination DateDETERMINATION DATE”) shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an “EXCHANGE”), the fair market value weighted average of the closing sale price of a share of the Common Stock shall be deemed of the Company on the last five (5) trading days prior to be the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day); (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), the weighted average of the closing sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing prices of sale price, in each case on the Common Stock on such exchange over the last five (5) trading days immediately (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination DateDate as reported by the Over the Counter Bulletin Board (the “OTCBB”), and the fair market value of the Shares shall be deemed to be such fair market value of National Quotation Bureau, Incorporated, or any other successor organization; (iv) if no closing sales price is reported for the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market OTCBB, National Quotation Bureau, Incorporated or any other over-the-counter systemsuccessor organization for such day, the fair market value of the Common Stock shall be deemed to be the average of the closing prices high and low bid and asked price of any of the market makers for the Common Stock over as reported on the OTCBB or in the “pink sheets” by the Pink Sheets, LLC on the last five (5) trading days immediately prior to days; or (v) if no price can be determined on the Determination Date, and the fair market value basis of the Shares shall be deemed to be such fair market value above methods of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockvaluation, then fair market value the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company’s Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the “REQUESTING HOLDERS”) disagree with the Board’s determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing is communicated to holders of the Company’s initial public offering Warrants affected thereby, which notice specifies a majority-in-interest of its Common Stock (“IPO”)the Requesting Holders’ determination of such Valuation, then the fair market value Company and a majority-in-interest of the Common Stock Requesting Holders shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.select a

Determination of Fair Market Value. For purposes of this Section 10.2SECTION 8, “fair market value” "FAIR MARKET VALUE" of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”"DETERMINATION DATE") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“Registration Statement”"REGISTRATION STATEMENT") has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” "PRICE TO PUBLIC" specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchangeexchange or The Nasdaq Stock 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 thirty day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertibleStock; (B) If otherwise traded on the Nasdaq Stock Market or other in an over-the-counter systemmarket, 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 thirty day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertibleStock; and (C) If there is no public market for the Common Stock, then fair market value shall be the price reasonably determined in good faith by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (Aa) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (Bb) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (Cc) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2G.1.2, “"fair market value” " of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) Net Issuance Exercise Date shall mean: (i) If if the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration 's registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus Prospectus with respect to such offering. (ii) If if the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Net Issuance Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; ; (B) If traded on the Nasdaq Stock National Market or other over-the-counter systemthe Nasdaq Small Cap Market, the fair market value of the Common Stock shall be deemed to be the average of the last reported sales prices o the common Stock on such Market over the 30-day period ending five business days prior to the Net Issuance Exercise Date; (C) If traded over-the-counter other than on the Nasdaq National market or the Nasdaq SmallCap Market, the fair market value of the Common Stock shall be deemed to be the average of the midpoint between the closing bid and ask prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Net Issuance Exercise Date, ; and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (CD) If there is no public market for the Common Stock, then the fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of Warrantholder and the Company’s initial public offering , and if the Warrantholder and the company are unable to so agree, at the Company's sole expense, by an investment banker of its Common Stock (“IPO”), then national reputation selected by the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on Company and including the date of the IPO and ending on the trading day prior reasonably acceptable to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayWarrantholder.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other an over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”)) effected pursuant to a Registration Statement on Form S-1 (or its successor) filed under the Act, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2the Warrant, “fair market value” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an “Exchange”), the fair market value weighted average of the closing sale price of a share of the Common Stock shall be deemed of the Company on the last five (5) trading days prior to be the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), the weighted average of the closing sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing prices of sale price, in each case on the Common Stock on such exchange over the last five (5) trading days immediately (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination DateDate as reported by the Over the Counter Bulletin Board (the “OTCBB”), and the fair market value of the Shares shall be deemed to be such fair market value of National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no closing sales price is reported for the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market OTCBB, National Quotation Bureau, Incorporated or any other over-the-counter systemsuccessor organization for such day, the fair market value of the Common Stock shall be deemed to be the average of the closing prices high and low bid and asked price of any of the market makers for the Common Stock over as reported on the OTCBB or in the “pink sheets” by the Pink Sheets, LLC on the last five (5) trading days immediately prior to days, or (v) if no price can be determined on the Determination Date, and the fair market value basis of the Shares shall be deemed to be such fair market value above methods of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockvaluation, then fair market value the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company’s Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty percent (50%) of all of the Warrant Shares then issuable hereunder (collectively, the “Requesting Holders”) disagree with the Board’s determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing is communicated to holders of the Company’s initial public offering Warrants affected thereby, which notice specifies a majority-in-interest of its Common Stock (“IPO”)the Requesting Holders’ determination of such Valuation, then the fair market value Company and a majority-in-interest of the Common Stock Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. Such investment banking firm’s determination of such Valuation shall be final, binding and conclusive on the average closing prices or closing bid prices, as applicable, for Company and the shorter period beginning on and including the date holders of all of the IPO Warrants issued hereunder and ending on the trading day prior to the Determination Date (or if then outstanding. Any and all costs and fees of such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price investment banking firm shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.borne

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public OfferingOffering as contemplated pursuant to the foregoing clause (i), then in all other cases as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by mutual agreement of the holder of this Warrant and the Company. In the event that the Company and the holder of this Warrant cannot agree upon such fair market value, then such fair market value shall be determined in good faith by the Company’s Board of Directors of the Company in good faithDirectors. In making a determination under clauses (A) or and (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2G.1.2, “"fair market value” " of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) Net Issuance Exercise Date shall mean: (i) If if the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration 's registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus Prospectus with respect to such offering. (ii) If if the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (Aa) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the last reported sale price or if no reported sale takes place, the average of the closing last reported sale prices of for the Common Stock on such exchange over the five last three (3) trading days immediately prior to the Determination Net Issuance Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (Bb) If traded on the Nasdaq Stock National Market or other over-the-counter systemthe Nasdaq Small Cap Market, the fair market value of the Common Stock shall be deemed to be the average of the last reported sale price of the common Stock on such Market over the last three (3) trading days prior to the Net Issuance Exercise Date; (c) If traded over-the-counter other than on the Nasdaq National market or the Nasdaq SmallCap Market, the fair market value of the Common Stock shall be deemed to be the average of the midpoint between the closing bid and ask prices of the Common Stock over the five 3-day trading days immediately period prior to the Determination Net Issuance Exercise Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and, (Cd) If there is no public market for the Common Stock, then the fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of Warrantholder and the Company’s initial public offering , and if the Warrantholder and the company are unable to so agree, at the Company's sole expense, by an investment banker of its Common Stock (“IPO”), then national reputation selected by the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on Company and including the date of the IPO and ending on the trading day prior reasonably acceptable to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayWarrantholder.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Applicable Stock (or which shall be Common Stock if the Shares have Applicable Stock has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-over- the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined in good faith by the Company’s Board of Directors of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.211.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faithCompany. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faithholder of this Warrant and the Company. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other an over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”)) effected pursuant to a Registration Statement on Form S-l (or its successor) filed under the Act, then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2SECTION 4, “fair market value” "FAIR MARKET VALUE" of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”"DETERMINATION DATE") shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an "EXCHANGE"), the fair market value of the Common Stock shall be deemed to be the weighted average of the closing prices of a share of the Common Stock of the Company on such exchange over the last five (5) trading days immediately prior to the Determination DateDate reported on such Exchange as reported in THE WALL STREET JOURNAL (weighted with respect to the trading volume with respect to each such day), and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of (ii) if shares of Common Stock into which each share of Series Preferred is then convertible; (B) If are not traded on an Exchange but trade in the Nasdaq Stock Market or other over-the-counter systemmarket and such shares are quoted on the Nasdaq National Market ("NASDAQ"), (A) the fair market value average of the Common Stock shall be deemed to be last sale prices reported on NASDAQ or (B) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing prices of bid and ask prices, in each case on the Common Stock over the last five (5) trading days immediately (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination DateDate as reported in THE WALL STREET JOURNAL, and or (iii) if no price can be determined on the fair market value basis of the Shares shall be deemed to be such fair market value above methods of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockvaluation, then fair market value the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's Secretary or Assistant Secretary. If the Board of Directors of the Company is unable to determine any Valuation (as defined below), or if the holders of at least fifty-one percent (51%) of all of the Warrant Shares then issuable hereunder (collectively, the "REQUESTING HOLDERS") disagree with the Board's determination of any Valuation by written notice delivered to the Company within five (5) business days after the determination thereof by the Board of Directors of the Company in good faithis communicated to holders of the Warrants affected thereby, which notice specifies a majority-in-interest of the Requesting Holders' determination of such Valuation, then the Company and a majority-in-interest of the Requesting Holders shall select a mutually acceptable investment banking firm of national reputation which has not had a material relationship with the Company or any officer of the Company within the preceding two (2) years, which shall determine such Valuation. In making a Such investment banking firm's determination under clauses (A) or (B) aboveof such Valuation shall be final, if binding and conclusive on the Determination DateCompany and the holders of all of the Warrants issued hereunder and then outstanding. If the Board of Directors of the Company was unable to determine such Valuation, five trading days had not passed since all costs and fees of such investment banking firm shall be borne by the closing Company. If the Requesting Holders disagreed with the Board's determination of such Valuation, the party whose determination of such Valuation differed from the Valuation determined by such investment banking firm by the greatest amount shall bear all costs and fees of such investment banking firm. For purposes of this SECTION 4(h), the term "VALUATION" shall mean the determination, to be made initially by the Board of Directors of the Company’s initial public offering , of its the Fair Market Value per share of Common Stock pursuant to clause (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayiii) above.

Determination of Fair Market Value. For purposes of this Section 10.2G.1.2, “"fair market value” " of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) Net Issuance Exercise Date shall mean: (i) If if the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration 's registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus Prospectus with respect to such offering. (ii) If if the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Net Issuance Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; ; (B) If traded on the Nasdaq Stock National Market or other over-the-counter systemthe Nasdaq Small Cap Market, the fair market value of the Common Stock shall be deemed to be the average of the last reported sales prices of the common Stock on such Market over the 30-day period ending five business days prior to the Net Issuance Exercise Date; (C) If traded over-the-counter other than on the Nasdaq National market or the Nasdaq SmallCap Market, the fair market value of the Common Stock shall be deemed to be the average of the midpoint between the closing bid and ask prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Net Issuance Exercise Date, ; and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (CD) If there is no public market for the Common Stock, then the fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of Warrantholder and the Company’s initial public offering , and if the Warrantholder and the company are unable to so agree, at the Company's sole expense, by an investment banker of its Common Stock (“IPO”), then national reputation selected by the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on Company and including the date of the IPO and ending on the trading day prior reasonably acceptable to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayWarrantholder.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be as reasonably determined in good faith by the Board of Directors of the Company Company; provided, however, that in good faith. In making the event a holder of this Warrant disputes the determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering Board of its Common Stock (“IPO”)Directors, then the fair market value a nationally recognized investment banking or accounting firm shall be retained to make a final and binding determination, with half of the Common Stock shall be expenses borne by the average closing prices or closing bid pricesCompany, as applicable, for the shorter period beginning on and including the date half of the IPO and ending on expenses borne by the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayholder of this Warrant.

Determination of Fair Market Value. For purposes of this Section 10.24, “fair market valueFAIR MARKET VALUE” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination DateDETERMINATION DATE”) shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an “EXCHANGE”), the fair market value weighted average of the closing sale price of a share of the Common Stock shall be deemed of the Company on the last five (5) trading days prior to be the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day); (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), the weighted average of the closing sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing prices of sale price, in each case on the Common Stock on such exchange over the last five (5) trading days immediately (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination DateDate as reported by the Over the Counter Bulletin Board (the “OTCBB”), and the fair market value of the Shares shall be deemed to be such fair market value of National Quotation Bureau, Incorporated, or any other successor organization; (iv) if no closing sales price is reported for the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market OTCBB, National Quotation Bureau, Incorporated or any other over-the-counter systemsuccessor organization for such day, the fair market value of the Common Stock shall be deemed to be the average of the closing prices high and low bid and asked price of any of the market makers for the Common Stock over as reported on the OTCBB or in the “pink sheets” by the Pink Sheets, LLC on the last five (5) trading days immediately prior to days; or (v) if no price can be determined on the Determination Date, and the fair market value basis of the Shares shall be deemed to be such fair market value above methods of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockvaluation, then fair market value the judgment of valuation shall be determined in good faith by the Board of Directors of the Company Company, which determination shall be described in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of duly adopted board resolution certified by the Company’s initial public offering Secretary or Assistant Secretary. If the Board of its Common Stock Directors of the Company is unable to determine any Valuation (“IPO”as defined below), then or if the fair market value holders of at least fifty percent (50%) of all of the Common Stock shall be Warrant Shares then issuable hereunder (collectively, the average closing prices or closing bid prices, as applicable, for “REQUESTING HOLDERS”) disagree with the shorter period beginning on and including the date Board’s determination of the IPO and ending on the trading day prior any Valuation by written notice delivered to the Determination Date Company within five (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.5) business days after the

Determination of Fair Market Value. For purposes of this Section 10.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Board board of Directors directors of the Company in good faithCompany. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this calculating the Removal Amounts described above in Section 10.28.3(b), “fair market value” the Fair Market Value of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) each Qualified Property shall mean: be (i) If the Conversion Right is exercised net amount obtained by liquidating such Qualified Property in connection accordance with Section 9.2 and contingent upon a Public Offering, applying the proceeds of sale to the payment of the debts and if obligations of the Company’s Registration Statement Partnership secured by or relating to such Public Offering Qualified Property (“Registration Statement”including a pro rata portion of the Partnership's debts and obligations that are not secured by or do not relate to any particular Qualified Property) has been declared effective by and to the Securities expenses of liquidating such Qualified Property and Exchange Commission, then to the initial “Price setting up to Public” specified any reserves in the final prospectus accordance with Section 9.2(iv)(B) hereof (but only with respect to such offering. Qualified Property), or (ii) if the Partnership elects not to liquidate each such Qualified Property, determined by agreement between the General Partners, or if agreement cannot be reached within thirty (30) days after determination that the Qualified Property will not be liquidated, by an independent, reputable and qualified real estate appraiser with at least ten (10) years experience selected by the General Partners. If the Conversion Right General Partners cannot agree on an appraiser, then each shall select an independent, qualified and reputable real estate appraiser with at least ten (10) years experience to determine the Fair Market Values of the Qualified Properties. If the appraisers agree on the Fair Market Values, then the Fair Market Values of the Qualified Properties shall be as determined by the appraisers. If the appraisers do not agree, then each appraiser shall set forth its determination of the Fair Market Value of each Qualified Property and, with respect to each Qualified Property, if the higher amount set forth in either appraisal is not exercised in connection with and contingent upon a Public Offeringmore than 10% of the lower amount, then as follows: (A) If traded on a securities exchange, the fair market value Fair Market Value of the Common Stock such Qualified Property shall be deemed to be the average of the closing prices amount set forth in the two appraisals. If the higher amount exceeds the lower amount of the Common Stock on appraisal of any Qualified Property by more than 10%, then the two appraisers shall designate a third appraiser to determine the Fair Market Value of such exchange over Qualified Property. If the five trading two appraisers cannot agree upon the designation of the third appraiser, then the third appraiser shall be appointed by the American Arbitration Association in the City of New York. The third appraiser shall conduct such investigations as it shall deem appropriate and within 30 days immediately prior after its date of designation shall choose, with respect to each Qualified Property as to which a Fair Market Value has not been determined pursuant to the Determination Datesecond preceding sentence, the appraisal of the Fund GP's appraiser or the appraisal of LXP GP's appraiser and no other amount as the Fair Market Value of each Qualified Property. The decision of the third appraiser shall be in writing and shall be binding on the Partners. If LXP GP and the Fund GP agree on an appraiser, then the Partnership shall pay the fees and expenses of such appraiser. If LXP GP and the Fund GP each select an appraiser, then LXP GP and the Fund GP shall each pay the fees and expenses of the appraiser selected by it, and the fair market value Partnership shall pay the fees and expenses of the Shares shall be deemed to be any third appraiser designated by such fair market value of the Common Stock multiplied appraisers or by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayAmerican Arbitration Association.

Determination of Fair Market Value. For purposes (a) During the thirty (30)-day period beginning on the date of this Section 10.2the Call Option Notice (the "Negotiation Period"), “fair market value” each of Holdco and the Company shall negotiate in good faith to determine the Auto Business Fair Market Value. In connection therewith, the Company shall appoint a Share committee consisting of members of its Board of Managers who have not been appointed to such Board by Seller or Holdco (the "Unaffiliated Managers"). (b) In the event that Holdco and the Unaffiliated Managers are unable to reach agreement on the Auto Business Fair Market Value, then, within ten (10) Business Days after the end of the Negotiation Period, the Unaffiliated Managers will select and identify to Holdco an internationally recognized investment banker or Common Stock if appraiser (the Shares "First Appraiser") and Holdco will select and identify to the Company a different internationally recognized investment banker or appraiser (the "Second Appraiser"). The date on which both the First Appraiser and the Second Appraiser have been converted into Common Stockselected and identified will be considered to be the "Start Date." Holdco and the Company will cooperate with the First Appraiser and the Second Appraiser and will share with each of such appraisers all information relevant to a valuation of the Auto Business. Within thirty (30) as Business Days after the Start Date, the First Appraiser and the Second Appraiser will each determine its independently-developed preliminary view of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection Auto Business Fair Market Value and will consult with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus each other with respect to such offering. their respective preliminary values. On or prior to the forty-fifth (ii45th) If Business Day after the Conversion Right is not exercised in connection with Start Date, the First Appraiser and contingent upon the Second Appraiser will each render to the Company and Holdco their respective written reports on the Auto Business Fair Market Value; provided that if either the First Appraiser, the Second Appraiser or the Third Appraiser (as defined below), if any, delivers a Public Offeringrange of values rather than a specific value, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock that appraiser's Auto Business Fair Market Value shall be deemed to be the average midpoint of the closing prices range specified by such appraiser. (c) If the higher of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be two Auto Business Fair Market Values determined (or deemed to be such fair market value determined pursuant to the proviso at the end of Section 10.3(b)) by the First Appraiser and Second Appraiser (the "High Value") is not more than 110% of the Common Stock multiplied lower of the two Auto Business Fair Market Values determined (or deemed to be determined pursuant to the proviso at the end of Section 10.3(b)) by the number of shares of Common Stock into which each share of Series Preferred is First Appraiser and the Second Appraiser (the "Low Value"), then convertible; (B) If traded on the Nasdaq Stock Auto Business Fair Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to Value determined by such appraisers will be the average of the closing prices High Value and the Low Value. If the High Value is more than 110% of the Common Stock over Low Value, then, not more than sixty (60) Business Days after the five trading days immediately prior to the Determination Start Date, the First Appraiser and the fair market value Second Appraiser will together designate another internationally recognized investment banker or appraiser not affiliated with either the Company, FIM, the Investor, the FIM Investors, Holdco or Seller (or their respective Affiliates) (the "Third Appraiser"), who will not be informed of the Shares shall be value determined (or deemed to be such fair market value determined pursuant to the proviso in the immediately preceding section) by the First Appraiser and Second Appraiser. The Third Appraiser will make a determination of the Common Stock multiplied by Auto Business Fair Market Value and deliver its written report to Holdco and FIM (the number of shares of Common Stock into which each Share "Third Value") not more than thirty (30) Business Days after the Third Appraiser is then convertible; and (C) designated. If there the Third Value is no public market for within the Common Stock, then fair market value shall be determined by the Board of Directors middle one third of the Company in good faithrange of values between the High Value and the Low Value (the "Mid-Range"), the Auto Business Fair Market Value will be the Third Value. In making a determination under clauses If the Third Value does not fall within the Mid-Range, the Auto Business Fair Market Value will be the average of (A) or the Third Value and (B) aboveeither (x) the High Value or (y) the Low Value, if on whichever is closer to the Determination DateThird Value; provided that the Auto Business Fair Market Value shall not be less than the Low Value nor greater than the High Value. (d) For purposes of this ARTICLE X, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock Auto Business Fair Market Value shall be the average closing prices or closing bid pricesprice that would be paid for the Auto Business by a willing buyer to a willing seller, in an arm's length transaction, as if the Auto Business was all owned by NAO Subsidiary and NAO Subsidiary did not have a shareholder owning 10% or more of the outstanding common equity and the buyer was acquiring all of the membership interests of NAO Subsidiary; provided that the Auto Business Fair Market Value will include a control premium and there will be no minority illiquidity discount or any discount for the purchase, if applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (any Blocker Corp. by reason of a lack of step-up in basis or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayotherwise.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If within ten (10) days from the Conversion Right is exercised in connection with date of the Exercise Notice, Company and contingent upon a Public Offering, and if Optionee cannot agree on the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by fair market value of the Securities and Exchange CommissionShares, then the initial Board (or a committee of the Board, if applicable), will make a determination of fair market value and notify the Optionee of that determination (the “Price Proposed Price”). The notification to Public” specified in the final prospectus with respect Optionee must specify the Proposed Price, the method or calculation for determining the price, and such other information as may be reasonably requested by the Optionee. Optionee will have the option for ten (10) days to accept or reject the Proposed Price. If the Optionee does not notify Company of Optionee’s rejection within such offeringten (10) day period, Optionee will be deemed to have accepted the Proposed Price. (ii) If the Conversion Right is not exercised Optionee timely rejects the Proposed Price, then the matter will be submitted to arbitration before the American Arbitration Association (“AAA”) under the rules which will then be in effect. The AAA will be requested to determine (A) the fair market value of the Shares; and (B) the reasonable cost of attorneys’ and accounting fees for determination of such fair market value. In connection with such arbitration, the Proposed Price will be inadmissible for purposes of determining the fair market value and contingent upon a Public Offeringthe arbitrator(s) will be instructed not to consider the Proposed Price if that information comes to their attention. (iii) In the event of arbitration, then the costs of arbitration will be borne as follows: (A) If traded on a securities exchangethe arbitrator’s determination is equal to or less than ninety percent (90%) of the Proposed Price, the fair market value Optionee must pay all arbitration costs, including the amount of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, Company’s attorneys’ and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied accounting fees determined by the number of shares of Common Stock into which each share of Series Preferred is then convertiblearbitrator to have been reasonably incurred in connection therewith; (B) If traded on the Nasdaq Stock Market arbitrator’s determination is equal to or other over-the-counter system, the fair market value more than one hundred ten percent (110%) of the Common Stock shall be deemed to be Proposed Price, Company must pay all arbitration costs, including the average amount of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, Optionee’s attorneys’ and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied accounting fees determined by the number of shares of Common Stock into which each Share is then convertiblearbitrator to have been reasonably incurred in connection therewith; andor (C) If there the arbitrator’s determination is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors between ninety percent (90%) and one hundred ten percent (110%) of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading dayProposed Price, the closing price or closing bid pricecosts of arbitration will be split equally between Company and the Optionee, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayand each will bear their own attorneys’ and accounting fees.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; 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 of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if Subject to the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchangeprovisions set forth below, the fair market value of the Company or of any non-cash consideration received by the Company upon any Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value Distribution shall be determined in good faith by the Board of Directors of the Company. Upon each such determination, the Company shall promptly give notice thereof to the Holder, setting forth in good faithreasonable detail the calculation of such fair market value and the method and basis of determination thereof (the "Company Determination"). In making a determination under clauses If the Holder shall disagree with the Company Determination and shall, by notice to the Company given within thirty (A30) or (B) above, if on days after the Determination Date, five trading days had not passed since the closing Company's notice of the Company’s initial public offering Company Determination, elect to dispute the Company Determination, the Company shall, within thirty (30) days after such notice, engage an investment bank or other qualified appraisal firm acceptable to the Holder to make an independent determination of its Common Stock (“IPO”), then the fair market value of the Company or of any non-cash consideration received by the Company upon any Common Stock Distribution (the "Appraiser Determination"). The Appraiser Determination shall be final and binding on the average closing prices or closing bid prices, as applicable, for Company and the shorter period beginning on and including the date Holder. The cost of the IPO and ending Appraiser Determination shall be borne by the Company; provided, however, that in the event the Company Determination is not less than ninety percent (90%) of the value of the Appraiser Determination, the cost of the Appraiser Determination shall be borne by the Holder. In determining the fair market value of the Company pursuant to this Section 5(g), neither the Board of Directors of the Company nor any appraiser shall take into account or otherwise make any discount in respect of (i) any restriction on the trading day prior transfer of shares of Common Stock of the Company or this Warrant, (ii) any minority interest, (iii) any lack of liquidity of shares of Common Stock of the company or this Warrant due to the Determination Date (fact that there may be no public or if such period includes only one trading day, the closing price or closing bid price, as applicable, private market for such trading day). If closing prices shares or closing bid prices are no longer reported this Warrant, or (iv) the voting status of this Warrant or any share of Common Stock of the Company, whether under the articles of incorporation or bylaws of the Company, by a securities exchange agreement or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayotherwise.

Determination of Fair Market Value. For purposes If Enterprise and Hercules cannot agree on the price and terms of this Section 10.2sale for any interest, “or part thereof, to be sold and purchased under Sections 11.3 and 11.4, then Enterprise and Hercules shall promptly appoint one experienced and qualified appraiser to determine such "fair market value” " and they shall simultaneously report to each Enterprise and Hercules within 30 days of a Share (their appointment of their appraisal as to the "fair market value" of the interest or Common Stock if the Shares have been converted into Common Stock) part thereof. Such "fair market value" shall be as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO offer to buy said interest or part thereof. In case the two appraisers cannot agree as to the "fair market value" then the two appraisers shall within 15 days thereafter appoint a third appraiser and ending the third appraiser shall within 30 days after his appointment report to each Hercules and Enterprise his determination of "fair market value". The "fair market value" as determined by the appraisers or appraiser, as the case may be, shall in no event be less than twice the book value of the assets, properties and/or rights to be conveyed as reflected on the trading day prior to books of the Determination Date (selling party. In the case of the Plant and the Pipeline Systems, the book value of each shall be computed by depreciating the properties on straight line depreciation over a period of 11 years. The "fair market value" determined by the two appraisers, or if such period includes only one trading daythey cannot agree on the "fair market value", then the closing price or closing bid price"fair market value" determined by the single appraiser appointed by them, as applicablethe case may be, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported a final and binding "fair market value" upon Hercules and Enterprise and judgment upon the "fair market value" determined by such securities exchange the appraisers or other trading system at 4:00 p.m. New York City time on the applicable trading dayappraiser may be entered in any court having jurisdiction thereof.

Determination of Fair Market Value. For purposes of this Section 10.26, “fair market value” value of a Warrant Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If on the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then Date shall be determined as follows: (A1) If the Common Stock is traded on a securities exchangestock exchange or the Nasdaq Stock Market (or a similar national quotation system), the fair market value of the Common Stock a Warrant Share shall be deemed to be the average of the closing selling prices of the Common Stock on such the stock exchange or system determined by the Board to be the primary market for the Common Stock over the five ten (10) trading days immediately day period ending on the date prior to the Determination Conversion Date, and as such prices are officially quoted in the fair market value composite tape of the Shares shall be deemed to be transactions on such fair market value of exchange or system; (2) If the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter systemcounter, the fair market value of the Common Stock a Warrant Share shall be deemed to be the average of the closing bid prices (or, if such information is available, the closing selling prices) of the Common Stock over the five ten (10) trading days immediately day period ending on the date prior to the Determination Conversion Date, and the fair market value of the Shares shall be deemed to be as such fair market value of the Common Stock multiplied prices are reported by the number National Association of shares of Common Stock into which each Share is then convertibleSecurities Dealers through its NASDAQ system or any successor system; and (C3) If there is no public market for the Common Stock, then the fair market value of a Warrant Share shall be determined by the Board board of Directors directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Dateand, five trading days had not passed since the closing upon request of the Company’s initial public offering of its Common Stock Holder, the Board (“IPO”)or a representative thereof) shall, then as promptly as reasonably practicable but in any event not later than 15 days after such request, notify the fair market value Holder of the Fair Market Value per share of Common Stock shall be Stock. Notwithstanding anything to the average closing prices or closing bid pricescontrary contained herein, as applicable, for the shorter period beginning on and including at any time following the date of the IPO and ending on issuance of this Warrant, if the trading day prior Holder hereof would be eligible for the resale of all of the shares of Common Stock purchasable by way of the cashless exercise rights hereunder pursuant to Rule 144, then the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, piggyback registration rights contained herein shall lapse as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be of that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading daydate.

Determination of Fair Market Value. For purposes of this Section 10.2the Warrant, “fair market value” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an “Exchange”), the fair market value weighted average of the closing sale price of a share of the Common Stock shall be deemed of the Company on the last five (5) trading days prior to be the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), the weighted average of the closing sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing prices of sale price, in each case on the Common Stock on such exchange over the last five (5) trading days immediately prior to (or if the Determination Daterelevant price or quotation did not exist on any of such days, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded relevant price or quotation on the Nasdaq Stock Market next preceding business day on which there was such a price or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (Cquotation) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date as reported by the Over the Counter Bulletin Board (the “OTCBB”), the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no closing sales price is reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any other successor organization for such period includes only one trading day, the closing average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB or closing bid pricein the “pink sheets” by the Pink Sheets, as applicableLLC on the last five (5) trading days, for such trading day)or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors, which determination shall be described in a duly adopted board resolution certified by the Company’s Secretary or Assistant Secretary. If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which Board of Directors is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.unable to

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Global Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined in good faith by the Company’s Board of Directors of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes At the time the Company elects to exercise its right to purchase shares, the Company shall promptly notify the Optionee of this Section 10.2, “the Board's determination of fair market value” of a Share (or Common Stock if . The Optionee may then choose to invoke the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall meanfollowing additional arbitration and notice provisions: (i) If the Conversion Right Optionee provides written notice that the valuation is exercised in connection with rejected, during the ten (10) day period following Company's receipt of such notice, each of the Company and contingent upon the Optionee shall choose an appraiser and the two appraisers shall select a Public Offeringthird appraiser, and or if the Company’s Registration Statement relating they are unable to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commissionagree on a third appraiser, then the initial “Price appraisers shall request the American Arbitration Association to Public” specified appoint a qualified appraiser, and the appointment by the American Arbitration Association shall be binding on the parties. All appraisers selected hereunder shall be disinterested parties who are experienced in the final prospectus with respect appraisal of closely held businesses and businesses engaged in activities similar to those conducted by the Company. The appraisers shall value the Company as a going concern. The appraisers shall be directed to issue a written report describing the method of valuation in reasonable detail, and to produce such offeringvaluation in thirty (30) days from the date on which he or she obtains from the Company what he or she deems to be sufficient data from which to make the appraisal, but in no event later than forty-five (45) days after the appointment of the appraisers, unless a longer period is agreed to in writing by the Company and the Optionee. The average of the two closest appraised values shall be the "Fair Market Value" per share which shall be conclusive and binding on the parties. The costs of the appraisal shall be borne equally by the parties unless the Company's initial determination of fair market value is less than the appraised fair market value by ten (10%) percent or more, in which case, the Company shall bear the costs of the appraisal. Such arbitration shall be irrevocable and binding on both parties. (ii) If In the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: case of any Shares purchased by the Optionee (Aor his or her legal representative) If traded on a securities exchangepursuant to Section 2(d) hereof during the relevant one (1) year period, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior rights granted to the Determination DateCompany hereunder shall, and the fair market value of the Shares shall be deemed with respect to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter systemShares, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market run for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter 180 day period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices Shares are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading daypurchased.

Determination of Fair Market Value. For purposes of this Section 10.2---------------------------------- 10.3, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “.(the "Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus with respect to such offeringoffering multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchangeexchange 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 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If otherwise traded on the Nasdaq Stock Market or other in an over-the-counter systemmarket, 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 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing holder of this Warrant and the Company’s initial public offering , and if the holder and the Company are unable to so agree, at the Company's sole expense by an investment banker of its Common Stock (“IPO”), then national reputation selected by the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on Company and including the date of the IPO and ending on the trading day prior reasonably acceptable to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayholder of this Warrant.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) share of Series Preferred as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock Series Preferred shall be deemed to be the average of the closing prices of the Common Stock Series Preferred on such exchange over the five twenty (20) trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock Series Preferred over the five twenty trading (20) days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common StockSeries Preferred, then fair market value shall be determined by mutual agreement of the Holder and the Company’s Board of Directors of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five twenty trading days had not passed since the closing of Public Offering, if such Public Offering was the Company’s initial public offering of its shares of Common Stock (the “IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of those ---------------------------------- provisions of this Warrant requiring a determination in accordance with this Section 10.24(h), “"fair market value” of a Share (or Common Stock if the Shares have been converted into Common Stock) " as of a particular date (the “"Determination ------------ Date”") shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be is publicly traded at the time of determination, the average of the closing prices on such day of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of all domestic securities exchanges on which the Common Stock multiplied by is then listed, or, if there have been no sales on any such exchange on such day, the number average of shares the highest bid and lowest asked prices on all such exchanges at the end of such day or, if on any such day the Common Stock into which each share is not so listed, the average of Series Preferred is then convertible; (B) If traded the representative bid and asked prices quoted on the Nasdaq Stock Market NASDAQ system as of 4:00 P.M., New York time, on such day, or other if on any day such security is not quoted on the NASDAQ system, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter systemmarket as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 30 days consisting of the day as of which "fair market value" is being determined and the twenty-nine consecutive business days prior to such day (provided that, if fair market value is being determined -------- as of the date of a firm commitment public offering of the Common Stock, fair market value as of such date shall be the offering price for the Common Stock subject to such public offering); or (ii) if the Common Stock is not publicly traded at the time of determination, the Common Stock price per share determined by dividing Market Value (as defined below) by the outstanding number of Fully- Diluted Shares of Common Stock. "Market Value" means the highest price that would be paid for the entire common equity of the Company on a going-concern basis in an arm's-length transaction between a willing buyer and a willing seller (neither acting under compulsion), using valuation techniques then prevailing in the securities industry (but without giving effect to any discount in respect of a minority interest) and determined in accordance with the "Valuation Procedure" (as defined below) and assuming full disclosure and understanding of all relevant information and a reasonable period of time for effectuating such sale. For the purposes of determining the Market Value, (a) the exercise price of options or warrants to acquire Common Stock which are deemed to have been exercised for the purpose of determining the outstanding number of Fully-Diluted Shares of Common Stock, shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied have been received by the number of shares of Common Stock into which each Share is then convertible; and Company, (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”b), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.211.2, “"fair market value” " of a Warrant Share (i.e. a share of Series G Preferred or share of Common Stock if the Shares have Series G Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " for a share of Common Stock specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series G Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series G Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series G Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series G Preferred is then convertible; and (C) If there is no public market for the Common Stock, then the fair market value shall be determined by the Board of Directors mutual agreement of the holder of this Warrant and the Company. Provided, that in the event that the Company and Holder, in good faith, cannot agree on such value within a period of twenty (20) days following such Holder's conversion (the "Appointment Period"), such fair market value shall be determined by an independent investment banking firm that has been selected by two other independent investment banking firms each of which has been selected by the Holder and the Company. In making a determination under clauses the event that both the Holder and the Company must appoint an independent investment banking firm, such appointments shall be made with twenty (A20) or (B) above, if on days following the Determination Date, five trading days had not passed since the closing expiration of the Company’s initial public offering Appointment Period and the two firms so selected will select the third independent investment banking firm within ten (10) days of its Common Stock (“IPO”), then the appointment of the second of such firms. The fair market value of the Series G Preferred shall be deemed to be such fair market value of the Common Stock shall be multiplied by the average closing prices or closing bid pricesnumber of shares of Common Stock into which each share of Series G Preferred is then convertible. If as a result of such valuation, as applicable, for the shorter period beginning on and including fair market value determined by the date independent investment banking firm is greater than one hundred ten percent (110%) of the IPO value determined by the Company, then the Company shall reimburse Holder for such reasonable fees and ending on the trading day prior expenses related to the Determination Date (or if independent investment banking firms. If as a result of such period includes only one trading dayvaluation, the closing price fair market value determined by the independent investment banking firm is equal to or closing bid priceless than one hundred ten percent (110%) of the value determined by the Company, as applicable, then the Holder shall reimburse the Company for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, reasonable fees and expenses related to the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayindependent investment banking firms.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company acting in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this 2.3.3.1 In the event that the BOR elects to exercise the termination option set forth in Section 10.22.3.1, the BOR and the Concessionaire shall each hire a commercial real estate appraiser with experience in valuing residential rental projects for student housing and designated as an MAI appraiser by The Appraisal Institute, and cause such appraiser to prepare a comprehensive report (each, a “fair market valueValue Report” of a Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular date (and together, the “Determination DateValue Reports”) shall mean:setting forth the appraiser’s best calculation of the Fair Market Value of the applicable Project Interest, as well as all assumptions, processes, calculations and conclusions made, used or reached in determining such Fair Market Value. (i) 2.3.3.2 If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if Fair Market Value of the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified Project Interest set forth in the final prospectus Value Report with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, greater valuation exceeds the fair market value Fair Market Value of the Common Stock shall be deemed to be Project Interest set forth in the average of Value Report with the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied lesser valuation by the number of shares of Common Stock into which each share of Series Preferred is then convertible; less than ten percent (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”10%), then the fair market value Fair Market Value of the Common Stock Project Interest shall equal the arithmetic average of the two valuations and shall be final and binding on the Parties. If the Fair Market Value of the Project Interest set forth in the Value Report with the greater valuation exceeds the Fair Market Value of the Project Interest set forth in the Value Report with the lesser valuation by ten percent (10%) or more, then the BOR and the Concessionaire shall mutually select, within five (5) Business Days after the delivery of the Value Reports, a third party appraiser who shall perform its own appraisal of the Fair Market Value of the Project Interest (the “Third Party Appraisal”). Such third-party appraiser shall deliver its final valuation to the BOR and the Concessionaire within then (10) Business Days. In such instance, the Fair Market Value of Project Interest will equal the arithmetic average closing prices or closing bid pricesof the two valuations of the Fair Market Value of the Project Interest (from among the valuations set forth in the two original Value Reports and the Third Party Appraisal) that are closest to one another, as applicable, and such determination shall be final and binding on the Parties. Each of the BOR and the Concessionaire will be responsible for the shorter period beginning on cost of its own valuation, and including the date BOR and the Concessionaire will each pay one-half of the IPO and ending on costs of the trading day prior to the Determination Date (or if such period includes only third-party appraiser. 2.3.3.3 If multiple Leases are terminated at one trading daytime, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, appraisers shall determine the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayFair Market Value of each Project Interest individually.

Determination of Fair Market Value. For purposes of this Section 10.2, “The "fair market ---------------- ----------------- value” " of a Share (or Common Stock if any securities for any purpose hereunder shall be determined by the Shares have been converted into Common Stock) Company and the Stockholder as of a particular date (the “Determination Date”) shall meanfollows: (i) If if such security is listed on one or more national securities exchanges (within the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by meaning of the Securities and Exchange CommissionAct of 1934, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchangeamended), the fair market value of the Common Stock shall be deemed to be the average closing price of such security for the closing prices of the Common Stock on such exchange over the five most recent twenty (20) trading days immediately prior to on the Determination Date, and the fair market value of the Shares shall be deemed to be principal exchange on which such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred security is then convertibletrading; (Bii) If if such security is not traded on the Nasdaq Stock Market a national securities exchange but is quoted on NASDAQ or other over-the-counter a successor quotation system, the fair market value of the Common Stock shall be deemed to be the average last sales price for the most recent twenty (20) trading days as reported by NASDAQ or such successor quotation system; or (iii) if such security is not publicly traded on a national securities exchange and is not quoted on NASDAQ or a successor quotation system, the fair market value shall be agreed upon by the Stockholder and the Company; provided that if the Stockholder and the Company cannot agree on the fair market value within twenty (20) business days of the closing prices date for which fair market value is to be determined, the Stockholder and the Company shall jointly retain an independent appraiser or other consultant with experience valuing securities of issuers in the Common Stock over the five trading days immediately prior to the Determination DateCompany's industry, and who shall determine the fair market value of such securities (without any minority discount being attributed to the Shares shall be deemed securities to be such purchased) (the "Independent Appraiser"). In the event that the Stockholder and the Company cannot agree on an Independent Appraiser within thirty (30) business days of the date for which fair market value is to be determined, the Company and the Stockholder shall each retain an independent accounting firm of national reputation, which shall jointly designate and retain the Common Stock multiplied by Independent Appraiser. The Stockholder and the number of shares of Common Stock into which each Share is then convertible; and Company agree to use their reasonable best efforts to cooperate with the Independent Appraiser, and provide such information (Csubject to customary confidentiality protections, if requested) If there is no public market reasonably required for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then Independent Appraiser to determine the fair market value of such securities. Each of the Common Stock Company and the Stockholder shall be bear one-half of the average closing prices or closing bid prices, as applicable, for cost of the shorter period beginning on and Independent Appraiser (including the date costs of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading dayappointment). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.24, “fair market value” ---------------------------------- "FAIR MARKET VALUE" of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”"DETERMINATION DATE") shall mean: mean (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If shares of Common Stock are traded on a national securities exchangeexchange (an "EXCHANGE"), the fair market value weighted average of the closing sale price of a share of the Common Stock shall be deemed of the Company on the last five (5) trading days prior to be the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day); (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), the weighted average of the closing sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day); (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing prices of sale price, in each case on the Common Stock on such exchange over the last five (5) trading days immediately (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination DateDate as reported by the Over the Counter Bulletin Board (the "OTCBB"), and the fair market value of the Shares shall be deemed to be such fair market value of National Quotation Bureau, Incorporated, or any other successor organization; (iv) if no closing sales price is reported for the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market OTCBB, National Quotation Bureau, Incorporated or any other over-the-counter systemsuccessor organization for such day, the fair market value of the Common Stock shall be deemed to be the average of the closing prices high and low bid and asked price of any of the market makers for the Common Stock over as reported on the OTCBB or in the "pink sheets" by the Pink Sheets, LLC on the last five (5) trading days immediately prior to days; or (v) if no price can be determined on the Determination Date, and the fair market value basis of the Shares shall be deemed to be such fair market value above methods of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockvaluation, then fair market value the judgment of valuation shall be determined in good faith by the Board of Directors of the Company Company, which determination shall be described in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of duly adopted board resolution certified by the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.'s

Determination of Fair Market Value. For purposes of this Section 10.210.3, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been converted automatically convened into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A1) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B2) If traded on the Nasdaq Stock Market or other over-the-counter systemcounter, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C3) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing holder of this Warrant and the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For valuation purposes under this Agreement, the "Value" of this Section 10.2, “fair market value” of a each Share (or Common Stock if the Shares have been converted into Common Stock) as of a particular on any relevant date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating be equal to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of such Share as determined in accordance with the following provisions: (a) If Issuer's Common Stock shall be deemed at the time is neither listed nor admitted to be trading on any stock exchange nor traded in the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Dateover-the-counter market, and then the fair market value of the Shares each Share shall be deemed equal to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be last determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) aboveIssuer, if taking into account any limitations on transferability, whether due to the Determination Date, five trading days had not passed since the closing size of the Company’s initial public offering block of its shares or the restrictions of applicable securities laws. (b) If Issuer's Common Stock (“IPO”)is at the time listed or admitted to trading on any stock exchange, then the fair market value of each Share shall be the closing selling price of one share of Common Stock on the date in question on the stock exchange serving as the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no reported sale of Common Stock on such exchange on the date in question, then the fair market value of each Share shall be the closing selling price on the exchange on the last preceding date for which such quotation exists. (c) If Issuer's Common Stock is not at the time listed or admitted to trading on any stock exchange but is traded in the over-the-counter market, the fair market value of each Share shall be the mean between the highest bid and lowest asked prices (or, if such information is available, the closing selling price) of one share of the Common Stock on the date in question in the over-the-counter market, as such prices are reported by the National Association of Securities Dealers through its Nasdaq system or any successor system. If there are no reported bid and asked prices (or closing selling price) for the Common Stock on the date in question, then the mean between the highest bid price and lowest asked price (or the closing selling price) on the last preceding date for which such quotations exist shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date determinative of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayfair market value of each Share.

Determination of Fair Market Value. For purposes of this Section 10.22.3, “fair market value” "FAIR MARKET VALUE" of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) Net Issuance Exercise Date shall mean: (i) If if the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus Prospectus with respect to such offering. (ii) If if the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the 30-day period ending five trading business days immediately prior to the Determination Net Issuance Exercise Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock National Market or other the Nasdaq SmallCap Market, the fair market value of the Common Stock shall be deemed to be the average of the last reported sales prices of the Common Stock on such Market over the 30-day period ending five business days prior to the Net Issuance Exercise Date; (C) If traded over-the-counter systemother than on the Nasdaq National Market or the Nasdaq SmallCap Market, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the 30-day period ending five trading business days immediately prior to the Determination Net Issuance Exercise Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (CD) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors mutual agreement of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of Warrantholder and the Company’s initial public offering , and if the Warrantholder and the Company are unable to so agree, at the Company's sole expense, by an investment banker of its Common Stock (“IPO”), then national reputation selected by the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on Company and including the date of the IPO and ending on the trading day prior reasonably acceptable to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayWarrantholder.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred Stock (or Common Stock if the Shares have Series Preferred Stock has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five (5) trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred Stock is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five (5) trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred Stock is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined in good faith by the Board of Directors of the Company in good faithCompany. In making a determination under clauses (A) or (B) above, if on the Determination Date, five (5) trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share share of Applicable Stock (or which shall be Common Stock if the Shares have Applicable Stock has been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net Issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”’) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid and ask prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value (the highest price per share which Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold, from authorized but unissued shares) shall be determined in good faith by the Company’s Board of Directors unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value of Common Stock shall be deemed to be the value received by the holders of the Company in good faithCommon Stock pursuant to such merger or acquisition or other consolidation. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid and ask prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid and ask price, as applicable, for such trading day). If closing prices or closing bid and ask prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid and ask price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.22(b), “fair market value” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) The average of the closing bid and asked prices of the Common Stock quoted Toronto Stock Exchange or in the Over-the-Counter Market Summary or the closing price quoted on the Nasdaq Stock Market or any other exchange on which the Common Stock is listed, whichever is applicable, for the ten trading days prior to the date of determination of fair market value. (2) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right Common Stock is not exercised in connection with and contingent upon a Public Offeringtraded Over-the-Counter or on the Nasdaq Stock Market, then as follows: (A) If traded on a securities Toronto Stock Exchange or any other exchange, the fair market value of the Common Stock per share shall be deemed to the highest price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares of Common Stock as such price shall be agreed by the average parties hereto, or if agreement cannot be reached within five business days of delivery of the closing prices notice pursuant to Section 2(b)(ii) hereof, as shall be determined by a panel of appraisers. One appraiser shall be selected by the Common Stock on such exchange over Holder, one appraiser shall be chosen by the five trading days immediately prior Company and the third appraiser shall be chosen by the first two appraisers. If the appraisers cannot reach agreement as to the Determination Datefair market value on the foregoing basis on or before the 30th day following the Holder’s notice of election pursuant to this Section 2(b), then each appraiser shall deliver its appraisal and the appraisal which is neither the highest nor the lowest shall be the fair market value of a share of Warrant Stock. In the Shares event that the Company fails to choose an appraiser or the three appraisers fail to deliver an appraisal on or before the 30th day after such notice, the appraisal of the appraiser selected by the Holder shall control and shall be deemed to be such fair market value for the purposes of this Warrant. The cost of the Common Stock multiplied appraiser selected by each party shall be borne by that party and the number cost of shares the third appraiser shall be borne one-half by each party. In the event that the Company does not select an appraiser or three appraisals are not received on or before the 30th day after such notice of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter systemelection, the fair market value Company shall pay one-half the cost of the Common Stock shall Holder’s appraiser. Appraisers selected under this Section 2(b)(iii)(2) must be deemed to be unaffiliated with the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, Holder and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market Company and must have reasonable professional qualifications for the Common Stock, then fair market value shall be determined by the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayappraisal.

Determination of Fair Market Value. For purposes of this Section 10.23(b), “fair market value” of a Share (or share of Common Stock if the Shares have been converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i1) If the Conversion Net issuance Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price price to Publicthe public” specified in the final prospectus with respect to such offering. (ii2) If the Conversion Net Issuance Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, then the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Global Market or other over-the-counter system, then the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stockmarket, then fair market value shall be determined in good faith by the Company’s Board of Directors of the Company in good faithDirectors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had have not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), Public Offering then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO initial Public Offering and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.2, “fair market value” of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the holder and the Board of Directors of the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.21(c), “fair market valueFair Market Value” shall mean, as of a Share any particular date: (or Common a) the volume weighted average of the closing sales prices of the Warrant Stock for such day on all domestic securities exchanges on which the Warrant Stock may at the time be listed; (b) if the Shares there have been converted into Common Stockno sales of the Warrant Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Warrant Stock on all such exchanges at the end of such day; (c) as of a particular date (if on any such day the “Determination Date”) shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the Conversion Right Warrant Stock is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded listed on a domestic securities exchange, the fair market value closing sales price of the Common Warrant Stock shall be deemed to be as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Warrant Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the closing highest bid and lowest asked prices for the Warrant Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive Business Days ending on the Common Stock on such exchange over the five trading days Business Day immediately prior to the Determination Dateday as of which "Fair Market Value" is being determined; provided, and that if the Warrant Stock is listed on any domestic securities exchange, the term "Business Day" as used in this sentence means Business Days on which such exchange is open for trading. If at any time the Warrant Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, the "Fair Market Value" of the Warrant Stock shall be the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied per share as determined jointly by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded Company and the Holder; provided, that if the Company and the Holder are unable to agree on the Nasdaq Stock Market or other over-the-counter system, the fair market value per share of the Common Warrant Stock shall be deemed within a reasonable period of time (not to be exceed Ten (10) days from the average Warrant’s receipt of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Datepurchase form), and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be determined by the Board of Directors of a nationally recognized investment banking, accounting or valuation firm jointly selected by the Company in good faithand the Holder. In making a The determination under clauses (A) or (B) aboveof such firm shall be final and conclusive, if on and the Determination Date, five trading days had not passed since the closing fees and expenses of such valuation firm shall be borne by the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.

Determination of Fair Market Value. For purposes of this Section 10.210.3, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange CommissionSEC, then the initial “"Price to Public” " specified in the final prospectus with respect to such offeringoffering multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchangeexchange 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 30-day period ending five trading business days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number 12 of shares of Common Stock into which each share of Series Preferred is then convertible; (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 30-day period ending five business days prior to the Determination Date, and the fair market value of the Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share is then convertible; 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 provided that if the holder does not agree with such reduction, then at the Company's and the holder's equally shared expense by an investment banker of national reputation selected by the Company in good faith. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior reasonably acceptable to the Determination Date (or if such period includes only one trading day, the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading dayholder of this Warrant.

Determination of Fair Market Value. For purposes of this Section ---------------------------------- 10.2, “"fair market value” " of a Share share of Series Preferred (or Common Stock if the Shares have Series Preferred has been automatically converted into Common Stock) as of a particular date (the “"Determination Date”") shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon a Public Offering, and if the Company’s 's Registration Statement relating to such Public Offering (“"Registration Statement”") has been declared effective by the Securities and Exchange Commission, then the initial “"Price to Public” " specified in the final prospectus with respect to such offering. (ii) If the Conversion Right is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the fair market value of the Common Stock shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Series Preferred is then convertible; (B) If traded on the Nasdaq Stock Market or other over-the-counter system, the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices of the Common Stock over the five trading days immediately prior to the Determination Date, and the fair market value of the Shares Series Preferred shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each Share share of Series Preferred is then convertible; and (C) If there is no public market for the Common Stock, then fair market value shall be as determined in good faith by the Board of Directors of the Company in good faithupon a review of relevant factors. In making a determination under clauses (A) or (B) above, if on the Determination Date, five trading days had not passed since the closing of the Company’s initial public offering of its Common Stock (“IPO”), then the fair market value of the Common Stock shall be the average closing prices or closing bid prices, as applicable, for the shorter period beginning on and including the date of the IPO and ending on the trading day prior to the Determination Date (or if such period includes only one trading day, day the closing price or closing bid price, as applicable, for such trading day). If closing prices or closing bid prices are no longer reported by a securities exchange or other trading system, the closing price or closing bid price shall be that which is reported by such securities exchange or other trading system at 4:00 p.m. New York City time on the applicable trading day.