Common use of Exercise of Warrant; Redemption Clause in Contracts

Exercise of Warrant; Redemption. (a) This Warrant may be exercised in full or in part by the holder hereof by surrender of this Warrant, with the form of “cash exercise” subscription attached hereto (the “Exercise Notice”) duly executed by such holder, to the Company at its principal office, accompanied by payment, in cash or by certified or official bank check payable to the order of the Company, of the purchase price of the shares of Stock to be purchased hereunder. (b) The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the redemption notice attached hereto (the “Redemption Notice”) duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Stock as is computed using the following formula: where X = the number of shares to be issued to the Holder pursuant to this Section 2(b). Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 2(b). A = the fair market value (“FMV”) of one share of Series A-3 Preferred Stock, as determined below, as at the time the net issue election is made pursuant to this Section 2(b). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 2(b). For the purposes of this Section 2(b), FMV shall be determined at the time of exercise and shall mean: (A) if the Warrant is exercised in connection with the IPO, the “Series A-3 Conversion Price”, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as may be amended and/or restated from time to time, or (B) in the case of a Change of Control, the price per share of Series A-3 Preferred Stock paid in the Change of Control or, if such payment is made by property other than cash or if exercised other than in connection with an IPO or Change of Control, the fair value of such property paid per share of Series A-3 Preferred Stock in the Change of Control as determined in good faith by the Board of Directors of the Company (the “Board”). (c) For any partial exercise or redemption pursuant to Section 2(a) or 2(b) hereof, the Holder shall designate in the Exercise Notice or Redemption Notice (as the case may be) the number of shares of Stock that it wishes to purchase or the aggregate number of underlying shares of Stock represented by the portion of the Warrant it wishes to redeem (as the case may be). On any such partial exercise or redemption, the Company at its expense shall forthwith issue and deliver to the Holder a new warrant of like tenor, in the name of the Holder, which shall be exercisable for such number of shares of Stock represented by this Warrant which have not been purchased upon such exercise or redemption.

Exercise of Warrant; Redemption. (a) This Warrant may be exercised in full or in part by the holder hereof Holder by surrender of this Warrant, with the form of “cash exercise” exercise subscription attached hereto (the “Exercise Notice”) duly executed by such holderthe Holder, to the Company at its principal office, accompanied by payment, in cash or by certified or official bank check payable to the order of the Company, of the purchase price Purchase Price of the shares of Common Stock to be purchased hereunder. (b) The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the redemption notice attached hereto (the “Redemption Notice”) duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2(b). Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 2(b). . A = the fair market value (“FMV”) of one share of Series A-3 Preferred Common Stock, as determined below, as at the time the net issue election is made pursuant to this Section 2(b). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 2(b). For the purposes of this Section 2(b), FMV shall be determined at the time of exercise and shall mean: (A) if the Warrant is exercised in connection with the IPO, the “Series A-3 Conversion Price”, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as may be amended and/or restated from time to time, or (B) in the case of a Change of Control, mean the price per share of Series A-3 Preferred Common Stock or Common Stock equivalent paid by investors to purchase the Common Stock or Common Stock equivalent of the Company (taking into account any consideration paid separately to acquire any security which is exercisable for or convertible into Common Stock) in any arm’s length equity financing completed within the Change of Control preceding six (6) months, or, if no such payment is made by property other than cash or if exercised other than in connection with an IPO or Change of Controlequity financing has so occurred, the a fair value of such property paid per share of Series A-3 Preferred Stock in the Change of Control as determined in good faith by the Board of Directors of the Company (the “Board”)Company. (c) For any partial exercise or redemption pursuant to Section 2(a) or 2(b) hereof, the Holder shall designate in the Exercise Notice or Redemption Notice (as the case may be) the number of shares of Common Stock that it wishes to purchase or the aggregate number of underlying shares of Common Stock represented by the portion of the Warrant it wishes to redeem (as the case may be). On any such partial exercise or redemption, the Company at its expense shall forthwith issue and deliver to the Holder a new warrant of like tenor, in the name of the Holder, which shall be exercisable for such number of shares of Common Stock represented by this Warrant which have not been purchased upon such exercise or redemption.

Exercise of Warrant; Redemption. (a) This Warrant may be exercised in full or in part by the holder hereof by surrender of this Warrant, with the form of “cash exercise” subscription attached hereto (the “Exercise Notice”) duly executed by such holder, to the Company at its principal office, Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. accompanied by payment, in cash or by certified or official bank check payable to the order of the Company, of the purchase price of the shares of Stock to be purchased hereunder. (b) The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the redemption notice attached hereto (the “Redemption Notice”) duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Stock as is computed using the following formula: X = Y (A-B) A where X = the number of shares to be issued to the Holder pursuant to this Section 2(b). Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 2(b). A = the fair market value (“FMV”) of one share of Series A-3 Preferred Stock, as determined below, as at the time the net issue election is made pursuant to this Section 2(b). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 2(b). For the purposes of this Section 2(b), FMV shall be determined at the time of exercise and shall mean: (A) if the Warrant is exercised in connection with the IPO, the “Series A-3 Conversion Price”, as such term is defined in the Company’s Amended and Restated Certificate of Incorporation, as may be amended and/or restated from time to time, or (B) in the case of a Change of Control, the price per share of Series A-3 Preferred Stock paid in the Change of Control or, if such payment is made by property other than cash or if exercised other than in connection with an IPO or Change of Control, the fair value of such property paid per share of Series A-3 Preferred Stock in the Change of Control as determined in good faith by the Board of Directors of the Company (the “Board”). (c) For any partial exercise or redemption pursuant to Section 2(a) or 2(b) hereof, the Holder shall designate in the Exercise Notice or Redemption Notice (as the case may be) the number of shares of Stock that it wishes to purchase or the aggregate number of underlying shares of Stock represented by the portion of the Warrant it wishes to redeem (as the case may be). On any such partial exercise or redemption, the Company at its expense shall forthwith issue and deliver to the Holder a new warrant of like tenor, in the name of the Holder, which shall be exercisable for such number of shares of Stock represented by this Warrant which have not been purchased upon such exercise or redemption. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

Exercise of Warrant; Redemption. (a) This Warrant may be exercised in full or in part by the holder hereof by surrender of this Warrant, with the form of “"cash exercise” " subscription attached hereto (the “"Exercise Notice”") duly executed by such holder, to the Company at its principal office, accompanied by payment, in cash or by certified or official bank check payable to the order of the Company, of the purchase price of the shares of Stock to be purchased hereunder. (b) The Holder Warrantholder may elect to receive, without the payment by the Holder Warrantholder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the redemption notice attached hereto (the “"Redemption Notice”") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder Warrantholder such number of fully paid and nonassessable shares of Stock as is computed using the following formula: X = Y (A-B) / A where X = the number of shares to be issued to the Holder Warrantholder pursuant to this Section 2(b). Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 2(b). . A = the fair market value (“"FMV”") of one share of Series A-3 Preferred Common Stock, as determined below, as at the time the net issue election is made pursuant to this Section 2(b). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 2(b). For the purposes of this Section 2(b), FMV shall be determined at the time of exercise and shall mean: (A) if the Warrant Common Stock is exercised in connection with the IPOthen publicly traded, the “Series A-3 Conversion Price”, as such term is defined average closing price in the Company’s Amended and Restated Certificate of Incorporation, over-the-counter market as may be amended and/or restated from time to timereported by NASDAQ or as quoted in the NASDAQ National Market System or on any national securities exchange on which the Common Stock is traded for the ten (10) prior trading days, or (B) in if the case of a Change of ControlCommon Stock is not then publicly traded, the price per share of Series A-3 Preferred Common Stock or Common Stock equivalent paid by investors to purchase the Common Stock or Common Stock equivalent of the Company (taking into account any consideration paid separately to acquire any security which is exercisable for or convertible into Common Stock) in any arm's length equity financing completed within the Change of Control preceding six (6) months, or, if no such payment is made by property other than cash or if exercised other than in connection with an IPO or Change of Controlequity financing has so occurred, the a fair value of such property paid per share of Series A-3 Preferred Stock in the Change of Control as determined in good faith by the Board of Directors of the Company (the “"Board”") or (C) in the case of a Business Combination, the price per share of Common Stock paid in the Business Combination or, if such payment is made by property other than cash, the fair value of such property paid per share of Common Stock in the Business Combination as determined in good faith by the Board. In the event that this Warrant is exercised pursuant to this Section 2(b) in connection with a Business Combination, the Company may elect to treat such exercise in accordance with Section 5(d). In the event the Common Stock is not publicly traded, the Board of Directors of the Company shall promptly respond in writing to a reasonable inquiry by the holder hereof as to the fair market value of the Common Stock for purposes of this Section 2(b). (c) For any partial exercise or redemption pursuant to Section 2(a) or 2(b) hereof, the Holder Warrantholder shall designate in the Exercise Notice or Redemption Notice (as the case may be) the number of shares of Stock that it wishes to purchase or the aggregate number of underlying shares of Stock represented by the portion of the Warrant it wishes to redeem (as the case may be). On any such partial exercise or redemption, the Company at its expense shall forthwith issue and deliver to the Holder Warrantholder a new warrant of like tenor, in the name of the HolderWarrantholder, which shall be exercisable for such number of shares of Stock represented by this Warrant which have not been purchased upon such exercise or redemption.