Common use of GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK Clause in Contracts

GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK. For Value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from the Company that number of fully paid and non-assessable shares of the Company’s Preferred Stock (“Preferred Stock”) equal to One Hundred Thirty-five Thousand Dollars ($135,000.00) (“Aggregate Purchase Price”), divided by the Exercise Price (“Exercise Price”). .In the event the Next Round is a financing as defined in (i) below and successfully completed on or before August 31, 2000, Warrantholder shall have the right to purchase from the Company its Series B Preferred Stock, and the Exercise Price shall be defined as the sum of $1.00 per share (the “Last Round Price”) plus the product of (a) the difference between the price per share of the next round of equity financing (the “Next Round”) and the Last Round, multiplied by (b) the fraction resulting from dividing (x) the number of days from the date of closing of the Last Round to the date of the Lease proposal (April 12, 2000), by (y) the number of days from the date of the closing of the Last Round to the date of closing of the Next Round. Notwithstanding the foregoing, the price per share of the Next Round shall be capped at a Ninety-five Million Dollar Pre-money Valuation. “Nine-five Million Dollar Pre-Money Valuation” shall be calculated by dividing Nine-five Million Dollars ($95,000,000.00) by the number of fully diluted shares of the Company’s authorized Common Stock, Preferred Stock, warrants and options, as converted to Common Stock outstanding immediately prior to the closing of the Next Round. In the event the Next Round is an event as described in (ii) or (iii) below or the Next Round is not successfully completed by August 31, 2000, then Warrantholder shall have the right to purchase 135,000 shares of Series A Preferred Stock from the Company at an Exercise Price of $1.00 per share. The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof. “Next Round” shall be defined as the earlier to occur of (i) preferred stock financing of at least $2,000,000.00, (ii) the sale, conveyance disposal, or encumbrance of all or substantially all of the Company’s property or business or Company’s merger into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) or any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Company is disposed of (“Merger Event”), provided that a Merger Event shall not apply to a merger effected exclusively for the purpose of changing the domicile of the company, or (iii) an initial public offering of the Company’s Common Stock which such public offering has been declared effective by the SEC.

GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK. For Value received, the The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for to and purchase purchase, from the Company that number of Company, 19,500 fully paid and non-non- assessable shares of the Company’s 's Series B Preferred Stock (“"Preferred Stock”") equal at a purchase price to One Hundred Thirty-five Thousand Dollars be calculated as follows ($135,000.00) (“Aggregate Purchase Price”), divided by the Exercise Price (“"Exercise Price”"). .In In the event the Next Round is a financing next round of equity financing, which shall be defined as defined in the earlier to occur of (i) below and successfully completed on the closing of an initial public offering, (ii) the closing of an acquisition or before merger of the Company, or (iii) the closing of a round of (raising $10,000,000 or more) Series E Preferred Stock financing ("Next Round") occurs prior to August 3111, 2000, Warrantholder shall have the right to purchase from the Company its Series B Preferred Stock, and 1999 the Exercise Price shall be defined as the sum of $1.00 per share (the “Last Round Price”) plus the product of (a) the difference between the price per share of the next round of equity financing (the “Next Round”) and the Last Round, multiplied by (b) the fraction resulting from dividing (x) the number of days from the date of closing of the Last Round to the date of the Lease proposal (April 12, 2000), by (y) the number of days from the date of the closing of the Last Round to the date of closing of the Next Round. Notwithstanding the foregoing, the price per share of the Next Round (in the event such price per share is being determined in connection with an initial public offering, such price per share shall be capped at a Ninety-five Million Dollar Pre-money Valuation. “Nine-five Million Dollar Pre-Money Valuation” shall deemed to be calculated by dividing Nine-five Million Dollars ($95,000,000.00) by the number of fully diluted shares per share "price to public" set forth on the front cover of the Company’s authorized Common Stock, 's final prospectus and in connection with an acquisition or merger the imputed price per share of Series B Preferred Stock, warrants and options, as converted to Common Stock outstanding immediately prior to the closing of the Next Round) ("100% Price"). In the event the Next Round is an occurs on or after August 11, 1999 and prior to November 12, 1999, then the Exercise Price shall be 85% of the price per share of the Next Round ("85% Price"). In the event as described the Next Round occurs on or after November 13, 1999 then the Exercise Price shall be $5.125 per share (Series C Preferred Stock Price). Notwithstanding the foregoing, in the event that (iii) or (iii) below or the Next Round is not successfully completed the closing of the sale by August 31, 2000the Company of a Series E Preferred Stock raising $10,000,000 or more; and (ii) the Company issues to the purchasers of the Series E Preferred Stock in connection with the Next Round warrants having an exercise price per share that is less than the Series E Preferred Stock price per share (the "In-the Money Warrants"), then Warrantholder the Exercise Price of this warrant shall have be the right quotient obtained by dividing (x) the sum of the aggregate gross proceeds to purchase 135,000 the Company from the issuance of Series E Preferred Stock in the Next Round and the aggregate gross proceeds the Company would receive upon the full exercise of all In-the-Money Warrants as of the date of the close of the Next Round; by (y) the sum of the total number of shares of Series A E Preferred Stock from issued in the Company at an Next Round and the total number of shares that would be issuable upon the full exercise of all the In-the Money Warrants as of the date of the close of the Next Round. The Exercise Price determined in accordance with this paragraph shall remain subject to adjustment as described in the preceding paragraph based upon the closing date of $1.00 per sharethe Next Round. The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof. “Next Round” shall be defined as the earlier to occur of (i) preferred stock financing of at least $2,000,000.00, (ii) the sale, conveyance disposal, or encumbrance of all or substantially all of the Company’s property or business or Company’s merger into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) or any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Company is disposed of (“Merger Event”), provided that a Merger Event shall not apply to a merger effected exclusively for the purpose of changing the domicile of the company, or (iii) an initial public offering of the Company’s Common Stock which such public offering has been declared effective by the SEC.

GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK. For Value received, the The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for to and purchase purchase, from the Company Company, that number of fully paid and non-non- assessable shares of the Company’s 's Preferred Stock, consisting of shares of (i) a new series of Preferred Stock to be created in connection with the Next Round (“as hereinafter defined) or (ii) Series B Preferred Stock to be authorized if the Next Round fails to be completed by June 30, 1999, ("Preferred Stock”") equal to One Hundred Thirty-five Thousand Dollars ($135,000.00) (“Aggregate Purchase Price”), 120,000 divided by the Exercise Price (“Exercise Price”). .In the event the Next Round is a financing exercise price as defined in (ibelow(`Exercise Price") below and successfully completed on or before August 31, 2000, Warrantholder shall have the right to purchase from the Company its Series B Preferred Stock, and the The Exercise Price shall be defined as the equal to sum of the price of each share sold in the Series B Preferred Stock financing (i.e. $1.00 per share 0.70) (the “"Last Round Price”Round") plus the product of (a) the difference between the price per share of the Preferred Stock issued in the next round of equity financing (the “"Next Round”") and the Last Round, multiplied by (b) the fraction resulting from dividing (x) the number of days from the date of closing of the Last Round to the date of execution of the Lease proposal (April 12, 2000)Leases, by (y) the number of days from the date of the closing of the Last Round to the date of closing of the Next Round. Notwithstanding the foregoing; provided however, the price per share of the Next Round shall be capped at a Ninety-five Million Dollar Pre-money Valuation. “Nine-five Million Dollar Pre-Money Valuation” shall be calculated by dividing Nine-five Million Dollars ($95,000,000.00) by the number of fully diluted shares of the Company’s authorized Common Stock, Preferred Stock, warrants and options, as converted to Common Stock outstanding immediately prior to the closing of the Next Round. In the event the Next Round is an event as described in (ii) or (iii) below or if the Next Round is not successfully completed by August 31June 30, 20001999, then Warrantholder shall have the right to purchase 135,000 shares of Series A Preferred Stock from the Company at an Exercise Price of shall be equal to $1.00 0.70 per share. The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof. “Next Round” shall be defined The shares of Preferred Stock subject to this Warrant have not been authorized as of the earlier to occur date of this Warrant. The Company agrees that (i) preferred stock financing such Preferred Stock shall be shares of at least $2,000,000.00the new series authorized and created for use in the Next Round if completed by June 30, 1999 and, in connection therewith, shall authorize and reserve such shares for issuance on exercise of this Warrant, and (ii) it will authorize, and use its best efforts to obtain shareholder approval to authorize, additional shares of Series B Preferred Stock and will reserve such shares for issuance on exercise of this Warrant I the saleNext Round is not completed by June 30, conveyance disposal, or encumbrance of all or substantially all of the Company’s property or business or Company’s merger into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) or any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Company is disposed of (“Merger Event”), provided that a Merger Event shall not apply to a merger effected exclusively for the purpose of changing the domicile of the company, or (iii) an initial public offering of the Company’s Common Stock which such public offering has been declared effective by the SEC1998.

GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK. For Value received, the The Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for to and purchase purchase, from the Company that Company, such number of fully paid and non-assessable shares of the Company’s Series B Preferred Stock (“Preferred Stock”) equal to One Hundred Thirty-five Thousand Dollars ($135,000.00) (“Aggregate Purchase Price”), 73,500.00 divided by the Exercise Price Price. For any portion of the Commitment Amounts under the Schedules (“Exercise Price”). .In the event the Next Round as such term is a financing as defined in (ithe Schedules) below and successfully completed on or before August 31, 2000, Warrantholder shall have the right to purchase from the Company its Series B Preferred Stock, and the Exercise Price shall be defined as the sum of $1.00 per share (the “Last Round Price”) plus the product of (a) the difference between the price per share of the next round of equity financing (the “Next Round”) and the Last Round, multiplied by (b) the fraction resulting from dividing (x) the number of days from the date of closing of the Last Round to the date of the Lease proposal (April 12, 2000), by (y) the number of days from the date of the closing of the Last Round to the date of closing of the Next Round. Notwithstanding the foregoing, the price per share of the Next Round shall be capped at a Ninety-five Million Dollar Pre-money Valuation. “Nine-five Million Dollar Pre-Money Valuation” shall be calculated by dividing Nine-five Million Dollars ($95,000,000.00) by the number of fully diluted shares of the Company’s authorized Common Stock, Preferred Stock, warrants and options, as converted to Common Stock outstanding immediately utilized prior to the closing of the Next RoundRound (“Utilized Commitment Amount”), the number of shares issuable hereunder shall be calculated by multiplying the Utilized Commitment Amount by 4.9% divide by an Exercise Price equal to $0.70 (“Exercise Price I”). In The remaining number of shares issuable hereunder shall equal the event difference between the Commitment Amounts under the Schedules and the Utilized Commitment Amount multiplies by 4.9% divided by an Exercise Price equal to the Next Round is an event as described in price per share (ii) or (iii) below or “Exercise Price II”). Hereinafter the term Exercise Price shall mean both Exercise Price I and Exercise Price II. Next Round is not successfully completed by August 31, 2000, then Warrantholder shall have the right to purchase 135,000 shares of Series A Preferred Stock from the Company at an Exercise Price of $1.00 per share. The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof. “Next Round” shall be defined as the earlier to occur of (i) preferred stock financing of at least $2,000,000.002,000,000, (ii) the sale, conveyance disposal, or encumbrance of all or substantially all of the Company’s property or business or Company’s merger into or consolidation with any other corporation (other than a wholly-owned subsidiary corporation) or any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Company is disposed of (“Merger Event”), provided that a Merger Event shall not apply to a merger effected exclusively for the purpose of changing the domicile of the company, company or (iii) an initial public offering of the Company’s Common Stock which such public offering has been declared effective by the SEC. The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.