Common use of Exercise of the Purchase Rights Clause in Contracts

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above or as modified by any other provision of this Agreement, by tendering to the Company at its principal office a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “Notice of Exercise”). This Protection Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise) shall be treated as the holder of record of such shares as of the close of business on that date. Within three (3) days of receipt of the Notice of Exercise, the Company shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”). Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased if Warrantholder has only partially exercised this Protection Warrant Agreement, and a new Protection Warrant Agreement pursuant to Section 3(d). (b) The Exercise Price may be paid at the Warrantholder’s election either (i) in cash, by check or by wire transfer or (ii) in the manner provided by Section 3(c) of this Protection Warrant Agreement or a combination of (i) and (ii). (c) Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Protection Warrant Agreement for cash, the Warrantholder may elect to receive shares equal to the value (as determined below) of this Protection Warrant Agreement (or the portion thereof being canceled) by surrender of this Protection Warrant Agreement at the principal office of the Company together with the properly endorsed Notice of Exercise (“Net Issuance”) in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A-B) Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Protection Warrant Agreement. A = the fair market value of one (1) share of the Company’s Series B Common Stock (at the date of such calculation).

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above or as modified by any other provision of this Agreementabove, by tendering to the Company Partnership at its The Edison Project L.P., 529 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (xxe Partnership's principal office place of business), or such other address of which Warrantholder is given notice by the Partnership, a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “"Notice of Exercise”"), together with the Exercise Price (which may be paid as provided in Section 3(b) below). This Protection Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise upon which the Exercise Price is received by the Partnership as provided herein, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise, but not the Partnership Interests) shall be treated as the holder of record of such shares the interest purchased upon exercise of the Warrant as of the close of business on that date. If (prior to March 31, 1996) the exercise of the Warrant, other than pursuant to a Redemption Event, could result in a termination of the Partnership within the meaning of Section 708 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), the exercise shall be automatically delayed until such time as it will not result in a termination. Within three ten (310) days of receipt of the Notice of Exercise, the Company Partnership shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “"Acknowledgment of Exercise”"). Promptly upon Within ten (10) days of receipt of the Notice of Exercise and the payment of the purchase price Price in accordance with the terms set forth below, (i) the General Partners shall execute an amendment to the Partnership Agreement indicating Warrantholder's Percentage Interest in the Partnership and in no event later than twenty-one Warrantholder's admission to the Partnership as Limited Partner; or, (21ii) days thereafterif another entity (a "Successor") has succeeded to the Partnership's business as contemplated by Section 15 of the Partnership Agreement, the Company Successor shall take such steps as are necessary and proper to issue to the such interests in Successor as Warrantholder a certificate for the number is entitled upon exercise of shares of Common Stock purchased if Warrantholder has only partially exercised this Protection Warrant Agreement, and a new Protection Warrant Agreement . If the Board of Directors determines pursuant to Section 3(d).15.00 of the Partnership Agreement to incorporate the Partnership, this Warrant Agreement shall without any further action become a Warrant Agreement to purchase that amount of equity of such corporation that would have been issued to the holder of this Warrant if the Warrant had been exercised immediately prior to such conversion. The Partnership shall give written notification to the holder of this (b) The Exercise Price may be paid at the Warrantholder’s 's election either (i) in cash, by check or by wire transfer or transfer, (ii) by cancellation by Warrantholder of indebtedness of the Partnership under the Loan, or otherwise, to Warrantholder, (iii) in the manner provided by Section 3(c) of this Protection Warrant Agreement or a (iv) by any combination of (i), (ii) and (iii). In the event that the Warrantholder elects to pay any part of the Exercise Price other than as provided in clause (i) of the previous sentence, the date the Exercise Price shall be deemed to have been paid to the Partnership shall be (a) in the case of any payment made under clause (ii)) above, the date the Partnership receives evidence of the cancellation of indebtedness of the Partnership to the Warrantholder in an amount equal to the Exercise Price, and (b) in the case of any payment under clause (iii) above, the date the Warrantholder surrenders this Agreement at the office of the Partnership together with a properly endorsed Notice of Exercise. (c) Notwithstanding any provisions herein anything to the contrarycontrary contained herein, if the fair market value of one share of Common Stock Unit is greater than the Exercise Price $12.50 (at the date of calculation as set forth below), in lieu of exercising this Protection Warrant Agreement for cash, the Warrantholder may elect to receive shares a Partnership Interest with a percentage interest equal to the fair market value (as determined below) of this Protection Warrant Agreement (or the portion thereof being canceledcancelled) by surrender of this Protection Warrant Agreement at the principal office of the Company Partnership together with the properly endorsed Notice of Exercise (“Net Issuance”) Exercise, in which event the Company Partnership shall issue to the Warrantholder Limited Partnership interests with a percentage interest equal to the number of shares of Common Stock computed Units the Warrantholder is entitled to, using the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Common Stock Units to be issued to used in calculating the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Protection Warrant Agreement. 's percentage interest A = the fair market value of one (1) share of the Company’s Series B Common Stock Unit (at the date of calculation) B = $12.50. For purposes of the above calculation, the fair market value of a Unit shall mean with respect to each Unit: (i) if the exercise is in connection with an Initial Public Offering, and if the Partnership's, or a Successor's, Registration Statement relating to such calculationInitial Public Offering has been declared effective by the Securities and Exchange Commission (the "Commission"), then the fair market value per Unit shall be the product of (x) the "Initial Price to Public" specified in the final prospectus with respect to the Initial Public Offering and (y) the number of shares of Common Stock or other security into which a Unit is convertible, at the time of such exercise; (ii) if this Warrant Agreement is exercised after, and not in connection with an Initial Public Offering, and: (A) if the Partnership's or a Successor's Common Stock or other securities into which Units are convertible is actively traded on a national securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a twenty-one (21) day period ending three days before the day the fair market value of the securities is being determined and (y) the number of shares of Common Stock or other securities into which a Unit is convertible, at the time of such exercise; (B) if the Partnership's or a Successor's Common Stock or other security is actively traded over-the-counter; the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices of the traded security quoted on the NASDAQ system (or similar system) over the twenty-one (21) day period ending three days before the day the fair market value of the securities is being determined and (y) the number of shares of Common Stock or other securities into which a Unit is convertible, at the time of such exercise; (iv) notwithstanding the provisions of Section 3(c)(i), (ii) and (iii), if the Partnership shall become subject to a merger, consolidation or sales of all or substantially all of the Partnership's business (other than to or with a Successor) in which the Partnership is not the surviving party, the current fair market value of a Unit shall be deemed to be the value that would have been received in respect of the Partnership Interest or other security into which the Partnership Interest may be converted equivalent to a Unit had the Warrant Agreement been exercised prior to the Merger. (d) Upon partial exercise by any method, the Partnership, at its expense, shall promptly but not more than ten (10) days after surrender of the Warrant Agreement, issue an amended Warrant Agreement to Warrantholder representing the remaining number of Units purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above or as modified by any other provision of this Agreementabove, by tendering to the Company Partnership at its The Edison Project L.P., 529 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (xxe Partnership's principal office place of business), or such other address of which Warrantholder is given notice by the Partnership, a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “"Notice of Exercise”"), together with the Exercise Price (which may be paid as provided in Section 3(b) below). This Protection Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise upon which the Exercise Price is received by the Partnership as provided herein, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise, but not the Partnership Interests) shall be treated as the holder of record of such shares the interest purchased upon exercise of the Warrant as of the close of business on that date. If (prior to March 31, 1996) the exercise of the Warrant, other than pursuant to a Redemption Event, could result in a termination of the Partnership within the meaning of Section 708 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), the exercise shall be automatically delayed until such time as it will not result in a termination. Within three ten (310) days of receipt of the Notice of Exercise, the Company Partnership shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “"Acknowledgment of Exercise”"). Promptly upon Within ten (10) days of receipt of the Notice of Exercise and the payment of the purchase price Price in accordance with the terms set forth below, (i) the General Partners shall execute an amendment to the Partnership Agreement indicating Warrantholder's Percentage Interest in the Partnership and in no event later than twenty-one Warrantholder's admission to the Partnership as Limited Partner; or, (21ii) days thereafterif another entity (a "Successor") has succeeded to the Partnership's business as contemplated by Section 15 of the Partnership Agreement, the Company Successor shall take such steps as are necessary and proper to issue to the such interests in Successor as Warrantholder a certificate for the number is entitled upon exercise of shares of Common Stock purchased if Warrantholder has only partially exercised this Protection Warrant Agreement, and a new Protection Warrant Agreement . If the Board of Directors determines pursuant to Section 3(d).15.00 of the Partnership Agreement to incorporate the Partnership, this Warrant Agreement shall without any further action become a Warrant Agreement to purchase that amount of equity of such corporation that (b) The Exercise Price may be paid at the Warrantholder’s 's election either (i) in cash, by check or by wire transfer or transfer, (ii) by cancellation by Warrantholder of indebtedness of the Partnership under the Leases, or otherwise, to Warrantholder, (iii) in the manner provided by Section 3(c) of this Protection Warrant Agreement or a (iv) by any combination of (i), (ii) and (iii). In the event that the Warrantholder elects to pay any part of the Exercise Price other than as provided in clause (i) of the previous sentence, the date the Exercise Price shall be deemed to have been paid to the Partnership shall be (a) in the case of any payment made under clause (ii)) above, the date the Partnership receives evidence of the cancellation of indebtedness of the Partnership to the Warrantholder in an amount equal to the Exercise Price, and (b) in the case of any payment under clause (iii) above, the date the Warrantholder surrenders this Agreement at the office of the Partnership together with a properly endorsed Notice of Exercise. (c) Notwithstanding any provisions herein anything to the contrarycontrary contained herein, if the fair market value of one share of Common Stock Unit is greater than the Exercise Price $10.00 (at the date of calculation as set forth below), in lieu of exercising this Protection Warrant Agreement for cash, the Warrantholder may elect to receive shares a Partnership Interest with a percentage interest equal to the fair market value (as determined below) of this Protection Warrant Agreement (or the portion thereof being canceled) by surrender of this Protection Warrant Agreement at the principal office of the Company Partnership together with the properly endorsed Notice of Exercise (“Net Issuance”) Exercise, in which event the Company Partnership shall issue to the Warrantholder Limited Partnership interests with a percentage interest equal to the number of shares of Common Stock computed Units the Warrantholder is entitled to, using the following formula: X = Y(A-B) ------ A Where: X = the The number of shares of Common Stock Units to be issued to used in calculating the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Protection Warrant Agreement. 's percentage interest A = the fair market value of one (1) share of the Company’s Series B Common Stock Unit (at the date of calculation) B = $10.00 For purposes of the above calculation, the fair market value of a Unit shall mean with respect to each Unit: (i) if the exercise is in connection with an Initial Public Offering, and if the Partnership's, or a Successor's, Registration Statement relating to such calculationInitial Public Offering has been declared effective by the Securities and Exchange Commission (the "Commission"), then the fair market value per Unit shall be in the product of (x) the "Initial Price to Public" specified in the final prospectus with respect to the Initial Public Offering and (y) the number of shares of Common Stock or other security into which a Unit is convertible, at the time of such exercise; (ii) if this Warrant Agreement is exercised after, and not in connection with an Initial Public Offering, and: (A) if the Partnership's or a Successor's Common Stock or other securities into which Units are convertible is actively traded on a national securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a twenty-one (21) day period ending three days before the day the fair market value of the securities is being determined and (y) the number of shares of Common Stock or other securities into which a Unit is convertible, at the time of such exercise; (B) if the Partnership's or a Successor's Common Stock or other security is actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices of the traded security quoted on the NASDAQ system (or similar system) over the twenty-one (21) day period ending three days before the day the fair market value of the securities is being determined and (y) the number of shares of Common Stock or other securities into which a Unit is convertible, at the time of such exercise; (iv) Notwithstanding the provisions of Section 3(c)(i), (ii) and (iii), if the Partnership shall become subject to a merger, consolidation or sales of all or substantially all of the Partnership's business (other than to or with a Successor) in which the Partnership is not the surviving party, the current fair market value of a Unit shall be deemed to be the value that would have been received in respect of the Partnership Interest or other security into which the Partnership Interest may be converted equivalent to a Unit had the Warrant Agreement been exercised prior to the Merger. (d) Upon partial exercise by any method, the Partnership, at its expense, shall promptly but not more than ten (10) days after surrender of the Warrant Agreement, issue an amended Warrant Agreement to Warrantholder representing the remaining number of Units purchasable hereunder. All other terms and conditions of such amended Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Supplemental Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above or as modified by any other provision of this Agreement, by tendering to the Company at its principal office a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “Notice of Exercise”). This Protection Supplemental Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise) shall be treated as the holder of record of such shares as of the close of business on that date. Within three (3) days of receipt of the Notice of Exercise, the Company shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”). Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased if Warrantholder has only partially exercised this Protection Supplemental Warrant Agreement, and a new Protection Supplemental Warrant Agreement pursuant to Section 3(d). (b) The Exercise Price may be paid at the Warrantholder’s election either (i) in cash, by check or by wire transfer or (ii) in the manner provided by Section 3(c) of this Protection Supplemental Warrant Agreement or a combination of (i) and (ii). (c) Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Protection Supplemental Warrant Agreement for cash, the Warrantholder may elect to receive shares equal to the value (as determined below) of this Protection Supplemental Warrant Agreement (or the portion thereof being canceled) by surrender of this Protection Supplemental Warrant Agreement at the principal office of the Company together with the properly endorsed Notice of Exercise (“Net Issuance”) in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A-B) A Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Protection Supplemental Warrant Agreement. A = the fair market value of one (1) share of the Company’s Series B Common Stock (at the date of such calculation). B = the Exercise Price (as adjusted as of the date of calculation). For purposes of the above calculation, fair market value of the Common Stock shall mean with respect to each share of Common Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the Commission, then the fair market value per share shall be the product of (x) the “Initial Price to Public” specified in the final prospectus with respect to the Initial Public Offering and (y) the number of shares of Common Stock into which each share of Common Stock is convertible at the time of such exercise; (ii) if this Supplemental Warrant Agreement is exercised after, and not in connection with an Initial Public Offering, and: (A) if the Company’s Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a twenty-one (21) day period ending three days before the day the fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Common Stock is convertible at the time of such exercise; (B) if the Company’s Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices of the Company’s Common Stock quoted on Nasdaq (or similar system) over the twenty-one (21) day period ending three days before the day the fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Common Stock is convertible at the time of such exercise; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted over-the-counter, the fair market value of Common Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Company’s Board of Directors and (y) the number of shares of Common Stock into which each share of Common Stock is convertible at the time of such exercise; or (iv) Notwithstanding the provisions of Section 3(c)(i), (ii) and (iii), if the Company shall become subject to a Merger or Sale, the fair market value of Common Stock shall be deemed to be the value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger or Sale. (d) Upon partial exercise by any method, the Company, at its expense, shall promptly but not more than three (3) days after surrender of the Supplemental Warrant Agreement, issue an amended Supplemental Warrant Agreement to Warrantholder representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Supplemental Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Supplemental Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above or as modified by any other provision of this Agreement, by tendering to the Company at its principal office a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “Notice of Exercise”). This Protection Supplemental Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise) shall be treated as the holder of record of such shares as of the close of business on that date. Within three (3) days of receipt of the Notice of Exercise, the Company shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”). Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased if Warrantholder has only partially exercised this Protection Supplemental Warrant Agreement, and a new Protection Supplemental Warrant Agreement pursuant to Section 3(d). (b) The Exercise Price may be paid at the Warrantholder’s election either (i) in cash, by check or by wire transfer or (ii) in the manner provided by Section 3(c) of this Protection Supplemental Warrant Agreement or a combination of (i) and (ii). (c) Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Protection Supplemental Warrant Agreement for cash, the Warrantholder may elect to receive shares equal to the value (as determined below) of this Protection Supplemental Warrant Agreement (or the portion thereof being canceled) by surrender of this Protection Supplemental Warrant Agreement at the principal office of the Company together with the properly endorsed Notice of Exercise (“Net Issuance”) in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A-B) Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Protection Supplemental Warrant Agreement. A = the fair market value of one (1) share of the Company’s Series B Common Stock (at the date of such calculation). B = the Exercise Price (as adjusted as of the date of calculation). For purposes of the above calculation, fair market value of the Common Stock shall mean with respect to each share of Common Stock: (i) if the exercise is in connection with an Initial Public Offering, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the Commission, then the fair market value per share shall be the product of (x) the “Initial Price to Public” specified in the final prospectus with respect to the Initial Public Offering and (y) the number of shares of Common Stock into which each share of Common Stock is convertible at the time of such exercise; (ii) if this Supplemental Warrant Agreement is exercised after, and not in connection with an Initial Public Offering, and: (A) if the Company’s Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a twenty-one (21) day period ending three days before the day the fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Common Stock is convertible at the time of such exercise; (B) if the Company’s Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices of the Company’s Common Stock quoted on Nasdaq (or similar system) over the twenty-one (21) day period ending three days before the day the fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Common Stock is convertible at the time of such exercise; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted over-the-counter, the fair market value of Common Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Company’s Board of Directors and (y) the number of shares of Common Stock into which each share of Common Stock is convertible at the time of such exercise; or (iv) Notwithstanding the provisions of Section 3(c)(i), (ii) and (iii), if the Company shall become subject to a Merger or Sale, the fair market value of Common Stock shall be deemed to be the value received by the holders of the Company’s Common Stock on a common equivalent basis pursuant to such Merger or Sale. (d) Upon partial exercise by any method, the Company, at its expense, shall promptly but not more than three (3) days after surrender of the Supplemental Warrant Agreement, issue an amended Supplemental Warrant Agreement to Warrantholder representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Supplemental Warrant Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Supplemental Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above or as modified by any other provision of this Agreement, by tendering to the Company at its principal office a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “Notice of Exercise”). This Protection Supplemental Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise) shall be treated as the holder of record of such shares as of the close of business on that date. Within three (3) days of receipt of the Notice of Exercise, the Company shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”). Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased if Warrantholder has only partially exercised this Protection Supplemental Warrant Agreement, and a new Protection Supplemental Warrant Agreement pursuant to Section 3(d). (b) The Exercise Price may be paid at the Warrantholder’s election either (i) in cash, by check or by wire transfer or (ii) in the manner provided by Section 3(c) of this Protection Warrant Agreement or a combination of (i) and (ii). (c) Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Protection Warrant Agreement for cash, the Warrantholder may elect to receive shares equal to the value (as determined below) of this Protection Warrant Agreement (or the portion thereof being canceled) by surrender of this Protection Warrant Agreement at the principal office of the Company together with the properly endorsed Notice of Exercise (“Net Issuance”) in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A-B) Where: X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Protection Warrant Agreement. A = the fair market value of one (1) share of the Company’s Series B Common Stock (at the date of such calculation).

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above above, for all or any part of the shares of Preferred Stock (but not for a fraction of a share); PROVIDED, HOWEVER, that notwithstanding anything in this Warrant Agreement to the contrary, in no event shall the Warrantholder have the right hereunder to acquire any shares of Preferred Stock, or otherwise exercise any of its rights hereunder, at any time prior to the time that the Warrantholder makes available to the Company the additional $500,000 of lease financing as modified by set forth in Part II of Equipment Schedule VL-1. In the event that pursuant to the Company's Certificate of Incorporation, as amended, an event causing mandatory conversion of the Company's Preferred Stock shall have occurred, then this Warrant Agreement shall be exercisable for the number of shares of Common Stock of the Company into which the number of shares of Preferred Stock purchasable pursuant to this Warrant Agreement would have been so converted had the Warrantholder exercised his purchase rights hereunder in full immediately prior to such mandatory conversion (and, in such event, any other provision of reference to "Preferred Stock" in this AgreementWarrant Agreement shall be deemed, when the context requires, to be a reference to "Common Stock"). The Warrantholder shall exercise his purchase rights hereunder by tendering to the Company at its principal office a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “"Notice of Exercise”"). This Protection Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise) shall be treated as the holder of record of such shares as of the close of business on that date. Within three (3) days of receipt of the Notice of Exercise, the Company shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”)executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price aggregate Exercise Price for the number of shares of Preferred Stock being purchased (paid payment to be made in accordance with the terms set forth below), and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if Warrantholder has only partially exercised this Protection Warrant Agreement, and a new Protection Warrant Agreement pursuant to Section 3(d). (b) any. The aggregate Exercise Price may be paid at the Warrantholder’s 's election either (i) in cashby cash or check, by check or by wire transfer or (ii) in the manner provided by Section 3(csurrender of Warrants ("Net Issuance") of this Protection Warrant Agreement or a combination of (i) and (ii). (c) Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Protection Warrant Agreement for cash, the Warrantholder may elect to receive shares equal to the value (as determined below) of this Protection Warrant Agreement (or . If the portion thereof being canceled) by surrender of this Protection Warrant Agreement at Warrantholder elects the principal office of Net Issuance method, the Company together will issue Preferred Stock in accordance with the properly endorsed Notice of Exercise (“Net Issuance”) in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(AY (A-B) ------- A Where: X = the number of shares of Common Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Common Preferred Stock requested to be exercised under this Protection Warrant Agreement. A = the fair market value of one (1) share of the Company’s Series B Common Stock (at the date of such calculation)Preferred Stock.

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above above, for all or any part of the shares of Preferred Stock (but not for a fraction of a share); PROVIDED, HOWEVER, that in no event shall the Warrantholder be entitled to exercise its purchase rights under Section 1 (b) hereof until June 30, 1994. In the event, however, that pursuant to the Company's Certificate of Incorporation, as modified by amended, an event causing mandatory conversion of the Company's Preferred Stock shall have occurred, then this Warrant Agreement shall be exercisable for the number of shares of Common Stock of the Company into which the number of shares of Preferred Stock purchasable pursuant to this Warrant Agreement would have been so converted had the Warrantholder exercised his purchase rights hereunder in full immediately prior to such mandatory conversion (and, in such event, any other provision of reference to "Preferred Stock" in this AgreementWarrant Agreement shall be deemed, when the context requires, to be a reference to "Common Stock"). The Warrantholder shall exercise his purchase rights hereunder by tendering to the Company at its principal office a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “"Notice of Exercise”"). This Protection Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise) shall be treated as the holder of record of such shares as of the close of business on that date. Within three (3) days of receipt of the Notice of Exercise, the Company shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”)executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price aggregate Exercise Price for the number of shares of Preferred Stock being purchased (said payment to be made in accordance with the terms set forth below), and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if Warrantholder has only partially exercised this Protection Warrant Agreement, and a new Protection Warrant Agreement pursuant to Section 3(d). (b) any. The aggregate Exercise Price may be paid at the Warrantholder’s 's election either (i) in cashby cash or check, by check or by wire transfer or (ii) in the manner provided by Section 3(csurrender of Warrants ("Net Issuance") of this Protection Warrant Agreement or a combination of (i) and (ii). (c) Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Protection Warrant Agreement for cash, the Warrantholder may elect to receive shares equal to the value (as determined below) of this Protection Warrant Agreement (or . If the portion thereof being canceled) by surrender of this Protection Warrant Agreement at Warrantholder elects the principal office of Net Issuance method, the Company together will issue Preferred Stock in accordance with the properly endorsed Notice of Exercise (“Net Issuance”) in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(AY (A-B) ------- A Where: X = the number of shares of Common Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Common Preferred Stock requested to be exercised under this Protection Warrant Agreement. A = the fair market value of one (1) share of the Company’s Series B Common Stock (at the date of such calculation)Preferred Stock.

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Warrant Agreement are exercisable by the Warrantholder, Warrantholder in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above or as modified by any other provision of this Agreementabove, by tendering to the Company at its principal office a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “"Notice of Exercise”"). This Protection Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise) shall be treated as the holder of record of such shares as of the close of business on that date. Within three (3) days of receipt of the Notice of Exercise, the Company shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”)executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price product of the Exercise Price and the number of shares to be issued (the "Purchase Price") in accordance with the terms set forth below, and in no event later than twenty-one fifteen (2115) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if Warrantholder has only partially exercised this Protection Warrant Agreement, and a new Protection Warrant Agreement pursuant to Section 3(d). (b) any. The Exercise Price may be paid at the Warrantholder’s 's election either (i) in cash, by cash or check or by wire transfer or (ii) in the manner provided by Section 3(csurrender of Warrants ("Cashless Exercise") of this Protection Warrant Agreement or a combination of (i) and (ii). (c) as determined below. Notwithstanding any provisions herein to the contrarycontrary and commencing one (1) year following the Effective Date, if (i) the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below)) and (ii) a registration statement under the Securities Act of 1933, as amended, providing for the resale of the shares of Common Stock issuable pursuant to this Warrant Agreement is not then in effect, in lieu of exercising this Protection Warrant Agreement for by payment of cash, the Warrantholder may elect to exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to the value an amount (as determined below) of this Protection Warrant Agreement (or the portion thereof being canceled) by surrender of this Protection Warrant Agreement at the principal office of the Company together with the properly endorsed Notice of Exercise (“Net Issuance”) in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A-BY - (A)(Y) Where: ----- B Where X = the number of shares of Common Stock to be issued to the Warrantholder. Y = the number of shares of Common Stock requested to be exercised under this Protection Warrant Agreement. A = the fair market value purchasable upon exercise of one (1) share all of the Company’s Series B Common Stock (at Warrant or, if only a portion of the date Warrant is being exercised, the portion of such calculation)the Warrant being exercised.

Exercise of the Purchase Rights. (a) The purchase rights set forth in this Protection Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above or as modified by any other provision of this Agreementabove, by tendering to the Company at its principal office a notice of exercise duly completed and executed in the form attached hereto as Exhibit I (the “"Notice of Exercise”"). This Protection Warrant Agreement shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided herein, duly completed and executed, and the Warrantholder (or such other person as the Warrantholder shall designate to receive the shares issuable upon exercise) shall be treated as the holder original of record of such shares as of the close of business on that date. Within three (3) days of receipt of the Notice of Exercise, the Company shall deliver to Warrantholder the acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”)this Warrant Agreement for cancellation. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Common Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if Warrantholder has only partially exercised this Protection Warrant Agreement, any and a new Protection Warrant Agreement pursuant to Section 3(d). (b) an acknowledgment of exercise duly completed and executed in the form attached hereto as Exhibit III. The Exercise Price may be paid at the Warrantholder’s 's election either (i) in cashby cash or check, by check or by wire transfer or (ii) in by cancellation by Warrantholder or indebtedness of the manner provided Company under the Loan Agreement and Note to Warrantholder, (iii) by Section 3(csurrender of Warrants ("Net Issuance") of this Protection Warrant Agreement as determined below, or (iv) by a combination of (i) and ), (ii). , and (c) Notwithstanding any provisions herein to iii). If the contrary, if Warrantholder elects the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Protection Warrant Agreement for cashNet Issuance method, the Warrantholder may elect to receive shares equal to the value (as determined below) of this Protection Warrant Agreement (or the portion thereof being canceled) by surrender of this Protection Warrant Agreement at the principal office of the Company together will issue Preferred Stock in accordance with the properly endorsed Notice of Exercise (“Net Issuance”) in which event the Company shall issue to the Warrantholder a number of shares of Common Stock computed using the following formula: X = Y(A-B) A Where: X = the number of shares of Common Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Common Preferred Stock requested to be exercised under this Protection Warrant Agreement. A = the fair market value of one (1) share of the Company’s Series B Common Preferred Stock (at the date of such calculation). B = the Exercise Price (adjusted to the date of calculation). The date of calculation shall be the date on which this Notice of Exercise and original Warrant Agreement shall have been actually received by the Company along with payment for such shares. For purposes of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock: (i) If the Company's Registration Statement relating to its initial public offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the "Initial Price to Public" specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (ii) if this Warrant is exercised after the Company's initial public offering has closed, and: (a) if traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a twenty-one (21) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time; or (b) if actively traded over-the-counter, the fair market value shall be deemed to be the produce of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise, unless the Company is then 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's Preferred Stock on a common equivalent basis pursuant to such merger or acquisition. Upon partial exercise by any method, the Company shall promptly issue an amended Warrant Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Warrant agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.