Common use of Exercise by Surrender of Warrant Clause in Contracts

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION 3.1 hereof. The number of shares of Common Stock to be issued pursuant to this SECTION 3.2 shall be equal to the difference between (a) the number of shares of Common Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of shares of Common Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION 3.3 hereof) of the Common stock. The number of Redeemable Warrants to be issued pursuant to this SECTION 3.2 shall be equal to the difference between (a) the number of Redeemable Warrants in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION 3.3 hereof) of the Redeemable Warrants. Solely for the purposes of this Section 3.2, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice Date") or (ii) as the average of the Market Price for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Price.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The number of shares of Common Stock to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of shares of Common Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of shares of Common Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Common stockStock. The number of Redeemable Warrants to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of Redeemable Warrants in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Redeemable Warrants. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The number of shares of Common Stock to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of shares of Common Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of shares of Common Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the shares of Common stockStock. The number of Redeemable Warrants to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of Redeemable Warrants in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Redeemable Warrants. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The in exchange for the number of shares of Common Stock equal to be issued pursuant to this SECTION 3.2 shall be the quotient derived from dividing the numerator (x) an amount equal to the difference between (aA) the sum of (1) the number of shares of Common Stock in respect of as to which the Warrants are being exercised multiplied by the per share Market Price, and (b2) a fractionthe number of Redeemable Warrants as to which the Warrants are being exercised multiplied by the per Redeemable Warrant Market Price, the numerator of which shall be and (3) the number of shares of Common Stock in respect issuable upon exercise of which the Redeemable Warrants underlying the Warrants being exercised multiplied by the per share Market Price, and (B) the sum of (1) the number of Warrants which are being exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION 3.3 hereof) of the Common stock. The number of Redeemable Warrants to be issued pursuant to this SECTION 3.2 shall be equal to the difference between (a2) the number of Redeemable Warrants included in respect of which the Warrants which are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants in respect of which the Warrants are being exercised multiplied by the Exercise Price and exercise price per Redeemable Warrant (as calculated pursuant to the Redeemable Warrant Agreement (hereinafter defined)) as then in effect, by the denominator of which shall be (y) the per share Market Price (as defined in SECTION 3.3 hereof) of the Redeemable WarrantsCommon Stock. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice - 4 - Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The number of shares of Common Stock to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of shares of Common Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of shares of Common Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Common stockStock. The number of Redeemable Warrants shares of Convertible Preferred Stock to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of Redeemable Warrants shares of Convertible Preferred Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants shares of Convertible Preferred Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Redeemable WarrantsConvertible Preferred Stock. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 13 hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The number of shares of Common Stock to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of shares of Common Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of shares of Common Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the shares of Common stockStock. The number of each class of the Redeemable Warrants to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of each respective class of Redeemable Warrants in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of each respective class of Redeemable Warrants in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the each respective class Redeemable Warrants. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The in exchange for the number of shares of Common Stock equal to be issued pursuant to this SECTION 3.2 shall be the quotient derived from dividing the numerator (x) an amount equal to the difference between (aA) the sum of (1) the number of Preferred Shares as to which the Warrants are being exercised multiplied by the per Preferred Share Market Price, (2) the number of Conversion Shares as to which the Warrants are being exercised multiplied by the per Conversion Share Market Price, (3) the number of Common Shares as to which the Warrants are being exercised multiplied by the per Common Share Market Price, (4) the number of Redeemable Warrants as to which the Warrants are being exercised multiplied by the per Redeemable Warrant Market Price, and (5) the number of shares of Common Stock in respect issuable upon exercise of which the Redeemable Warrants underlying the Warrants are being exercised multiplied by the per Common Share Market Price, and (bB) a fraction, the numerator sum of which shall be (1) the number of shares of Common Stock in respect of Warrants which the Warrants are being exercised multiplied by the Exercise Price and Price, (2) the denominator number of Preferred Shares included in the Warrants which shall be are being exercised multiplied by the Market Price Conversion Rate per Preferred Share (as defined in SECTION 3.3 hereof) of the Common stock. The number of Redeemable Warrants to be issued calculated pursuant to this SECTION 3.2 shall be equal to the difference between Certificate of Designation) as then in effect, and (a3) the number of Redeemable Warrants included in respect of which the Warrants which are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants in respect of which the Warrants are being exercised multiplied by the Exercise Price and exercise price per Redeemable Warrant (as calculated pursuant to the Redeemable Warrant Agreement (hereinafter defined)) as then in effect, by the denominator of which shall be (y) the per share Market Price (as defined in SECTION 3.3 hereof) of the Redeemable WarrantsCommon Stock. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The in exchange for the number of shares of Common Stock equal to be issued pursuant to this SECTION 3.2 shall be the quotient derived from dividing the numerator (x) an amount equal to the difference between (aA) the sum of (1) the number of shares of Common Stock in respect of as to which the Warrants are being exercised multiplied by the per share Market Price, and (b2) a fractionthe number of Redeemable Warrants as to which the Warrants are being exercised multiplied by the per Redeemable Warrant Market Price, the numerator of which shall be and (3) the number of shares of Common Stock in respect issuable upon exercise of which the Redeemable Warrants underlying the Warrants being exercised multiplied by the per share Market Price, and (B) the sum of (1) the number of Warrants which are being exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION 3.3 hereof) of the Common stock. The number of Redeemable Warrants to be issued pursuant to this SECTION 3.2 shall be equal to the difference between (a2) the number of Redeemable Warrants included in respect of which the Warrants which are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants in respect of which the Warrants are being exercised multiplied by the Exercise Price and exercise price per Redeemable Warrant (as calculated pursuant to the Redeemable Warrant Agreement (hereinafter defined)) as then in effect, by the denominator of which shall be (y) the per share Market Price (as defined in SECTION 3.3 hereof) of the Redeemable WarrantsCommon Stock. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The number of shares of Common Stock to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of shares of Common Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of shares of Common Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the shares of Common stockStock. The number of Redeemable Underlying Warrants to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of Redeemable Underlying Warrants in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Underlying Warrants in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Redeemable Underlying Warrants. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The in exchange for the number of shares of Common Stock to be issued pursuant to this SECTION 3.2 shall be equal to the difference between quotient derived from DIVIDING the NUMERATOR (aX) an amount equal to the DIFFERENCE BETWEEN (A) the SUM OF (1) the number of shares of Common Stock in respect of as to which the Warrants are being exercised and MULTIPLIED by the per share Market Price, AND (b2) a fractionthe number of Redeemable Warrants as to which the Warrants are being exercised MULTIPLIED by the per Redeemable Warrant Market Price, the numerator of which shall be AND (3) the number of shares of Common Stock in respect issuable upon exercise of which the Redeemable Warrants underlying the Warrants being exercised MULTIPLIED by the per share Market Price, AND (B) the SUM OF (1) the number of Warrants which are being exercised multiplied MULTIPLIED by the Exercise Price and the denominator of which shall be the Market Price AND (as defined in SECTION 3.3 hereof) of the Common stock. The number of Redeemable Warrants to be issued pursuant to this SECTION 3.2 shall be equal to the difference between (a2) the number of Redeemable Warrants included in respect of which the Warrants which are being exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants in respect of which the Warrants are exercised multiplied MULTIPLIED by the Exercise Price and exercise price per Redeemable Warrant (as calculated pursuant to the denominator of which shall be Redeemable Warrant Agreement (hereinafter defined)) as then in effect, BY the DENOMINATOR (Y) the per share Market Price (as defined in SECTION 3.3 hereof) of the Redeemable WarrantsCommon Stock. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice -4- 6 Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The number of shares of Common Stock to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of shares of Common Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of shares of Common Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the shares of Common stockStock. The number of Redeemable Warrants to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of Redeemable Warrants in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Redeemable Warrants. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form Form of election attached hereto Election To Purchase Pursuant to Section 3.2 annexed to the Warrant Certificate is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The number of shares of Common Stock to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of shares of Common Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of shares of Common Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the shares of Common stockStock. The number of Redeemable Underlying Warrants to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of Redeemable Underlying Warrants in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Underlying Warrants in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Redeemable Underlying Warrants. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Price.is greater. 4

Exercise by Surrender of Warrant. In addition to the method of payment set forth in SECTION Section 3.1 and in lieu of any cash payment required thereunder, the Holder(s) of the Warrants shall have the right at any time and from time to time to exercise the Warrants in full or in part by surrendering the Warrant Certificate in the manner specified in SECTION Section 3.1 hereof. The number of shares of Common Stock to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of shares of Common Stock in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of shares of Common Stock in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Common stockStock. The number of Redeemable Warrants to be issued pursuant to this SECTION Section 3.2 shall be equal to the difference between (a) the number of Redeemable Warrants in respect of which the Warrants are exercised and (b) a fraction, the numerator of which shall be the number of Redeemable Warrants in respect of which the Warrants are exercised multiplied by the Exercise Price and the denominator of which shall be the Market Price (as defined in SECTION Section 3.3 hereof) of the Redeemable Warrants. Solely for the purposes of this Section 3.2paragraph, Market Price shall be calculated either (i) on the date on which the form of election attached hereto is deemed to have been sent to the Company pursuant to Section 14 NY1-161299.2 - 4 - hereof ("Notice Date") or (ii) as the average of the Market Price Prices for each of the five trading days immediately preceding the Notice Date, whichever of (i) or (ii) results in a greater Market Priceis greater.