Common use of Net Exercise Election Clause in Contracts

Net Exercise Election. The Warrant Holder may elect to convert all or a portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto duly executed by the Warrant Holder, into up to the number of shares of Warrant Stock that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of shares of Warrant Stock to be issued to the Warrant Holder pursuant to this Section 2.7. Y = the number of shares of Warrant Stock as to which this Warrant is being net exercised. A = the fair market value of one share of Warrant Stock, as determined in good faith by the Company's Board of Directors, as at the time the net exercise election is made pursuant to this Section 2.7. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Warrant Holder as to the then current fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Stock shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of The Wall Street Journal, for the five (5) trading days prior to the date of determination of fair market value and (ii) the number of shares of Common Stock into which each share of Warrant Stock is convertible, if applicable, at the time of such exercise; provided, however, if there is no public market for the Company's Common Stock at the time of such exercise, the fair market value shall be determined by the Company's Board of Directors in good faith.

Net Exercise Election. The Warrant Holder may elect to convert all or a portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto duly executed by the Warrant Holder, into up to the number of shares of Warrant Stock that is obtained under the following formula: X = Y (A-B) ------- A where Where X = the number of shares of Warrant Stock to be issued to the Warrant Holder pursuant to this Section 2.72.6. Y = the number Maximum Purchase Amount divided by the Warrant Price (at the date of shares of Warrant Stock as to which this Warrant is being net exercised. such calculation). A = the fair market value of one share of Warrant Stock, as determined in good faith by the Company's ’s Board of Directors, as at the time the net exercise election is made pursuant to this Section 2.72.6. B = the Warrant PricePrice (at the date of such calculation). The Company will promptly respond in writing to an inquiry by the Warrant Holder as to the then current fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Stock shall be determined by the Company’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock at the time of such exercise, the fair market value per share shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Western Edition of The Wall Street Journal, Journal for the five (5) trading days prior to the date of determination of fair market value and (ii) the number of shares of Common Stock into which each share of Warrant Stock is convertible, if applicable, at the time of such exercise; provided. Notwithstanding the foregoing, howeverin the event the Warrant is exercised in connection with the Company’s initial public offering of Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock into which each share of Warrant Stock is convertible, if there is no public market for the Company's Common Stock applicable, at the time of such exercise, the fair market value shall be determined by the Company's Board of Directors in good faith.

Net Exercise Election. The Warrant Holder may elect to convert all or a portion of this Warrantreceive, without the payment by the Warrant Holder of any additional consideration, shares of Class A Common Stock 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 net exercise election selected in the subscription form attached notice annexed hereto duly executed by executed, at the Warrant Holderprincipal office of the Company. Thereupon, into up the Company shall issue to the Holder such number of fully paid and nonassessable shares of Warrant Class A Common Stock that as is obtained under computed using the following formula: X 𝑋 = Y 𝑌 (A-B𝐴 − 𝐵) ------- A where 𝐴 Where X = the number of shares of Warrant Class A Common Stock to be issued to the Warrant Holder pursuant to this Section 2.74. Y = the number of shares of Warrant Class A Common Stock as to which covered by this Warrant in respect of which the net exercise election is being net exercised. made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Warrant Class A Common Stock, as determined in good faith by the Company's Board of Directors, as at the time the net exercise election is made pursuant to this Section 2.74. B = the Purchase Price in effect under this Warrant Priceat the time the net exercise election is made pursuant to this Section 4. The Company will promptly respond in writing to an inquiry by “Fair Market Value” of a share of Class A Common Stock as of the Warrant Holder as to relevant date of determination (the “Determination Date”) shall mean: (i) If the Company’s Class A Common Stock is then current traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), then the fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Stock shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary price or the last reported sale price of the a share of Class A Common Stock or of the closing price quoted on Company reported for the Nasdaq National Market or on any exchange Business Day immediately before the date on which Holder delivers this Warrant with the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of The Wall Street Journal, for the five (5) trading days prior subscription form annexed hereto duly executed to the date of determination of fair market value Company; and (ii) if the number of shares of Company’s Class A Common Stock into which each share of Warrant Stock is convertiblenot traded on a Trading Market, if applicable, at the time of such exercise; provided, however, if there is no public market for the Company's Common Stock at the time of such exercise, then the fair market value shall be determined in good faith by the Company's Board ’s board of Directors in good faithdirectors, after consulting with the Company’s existing third party auditors and financial advisors.

Net Exercise Election. The Warrant In lieu of exercise as provided in Subsection (a) above, the Holder may elect to convert all or a portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of surrendering this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto duly executed by the Warrant Holder, into up to the number of shares of Warrant Stock Shares that is obtained under the following formula: X = Y (A-B) ------- A where Where: X = the number of shares of Warrant Stock Shares to be issued to the Warrant Holder pursuant to this Section 2.7Subsection (b). Y = the number of shares of Warrant Stock as Shares the Holder elects to which exercise on net exercise basis, pursuant to this Warrant is being net exercised. Subsection b. A = the fair market value Fair Market Value (as defined below) of one share of Warrant Stock, as determined in good faith by the Company's Board of Directors, as Share at the time the net exercise election is made pursuant to this Section 2.7Subsection (b). B = the Warrant Exercise Price. The Company will promptly respond in writing to an inquiry by term Fair Market Value shall be defined as follows: i. If the Warrant Holder as to Company’s shares are listed on a national securities exchange or are quoted on the then current fair market value National Association of one share of Warrant Stock. For purposes Securities Dealers, Inc., Automated Quotation or National Market System (Nasdaq/ NMS), or similar quoting system on which shares of the above calculationCompany are registered, fair market value of one share of Warrant Stock shall be the product of (i) then the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last sale price, respectively, reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of The Wall Street Journal, for the five 5 (5five) trading days prior to the exercise date; ii. If the Company’s shares are not listed on a national securities exchange or are not quoted on Nasdaq/NMS or similar quoting system on which shares of the Company are registered, but are traded in the over-the-counter market, then the average of the mean of the bid and ask prices as reported for the 5 (five) trading days prior to the exercise date; iii. If the exercise date is the date of determination the closing of fair market value and an IPO, then the public offering price (iibefore deduction of underwriter’s discounts or commissions) in such offering; iv. If the number exercise date is an M&A Event, Liquidity in which shareholders of the Company receive payment for the transfer of shares held by them, then the highest price at which shares of Common Stock into which each share the same class as the Warrant Shares are purchased within the framework of Warrant Stock is convertiblethe M&A Event; v. In any other event, if applicable, at as determined in good faith in a reasoned written resolution of the time of such exercise; provided, however, if there is no public market for the Company's Common Stock at the time of such exercise, the fair market value shall be determined by the Company's Board of Directors in good faithof the Company.

Net Exercise Election. The Warrant (a) Holder may elect to convert all or a any portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto hereto, duly executed by the Warrant Holder, into up to the number of shares of Warrant Stock Units that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of shares of Warrant Stock Units to be issued to the Holder pursuant to a net exercise of this Warrant Holder effected pursuant to this Section 2.72.6. Y = the number of shares Warrant Units issuable upon exercise of Warrant Stock as to which this Warrant is being immediately prior to such net exercisedexercise. A = the fair market value of one share of Warrant StockUnit, as determined in good faith by the Company's Board of Directors, as at the time the of such net exercise election is made pursuant to as set forth in the last paragraph of this Section 2.7. 2.6. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Warrant Holder as to the then current fair market value of one share of Warrant Stock. Unit. (b) For purposes of the above calculation, fair market value of one Warrant Unit shall be determined by the Company’s Board of Directors in good faith; provided, however, that (i) if on the relevant exercise date for which such value must be determined, a public market for the Company’s Common Units exists, then the fair market value per share of the Warrant Stock Units shall be determined by reference to the market price of the Common Units as follows: (x) if this Warrant is being exercised in connection with the Company’s initial public offering, the fair market value shall be the product of per- share offering price to the public as set forth in the Company’s final prospectus filed with the Securities and Exchange Commission, or (iy) otherwise, the fair market value shall be the average of (A) the closing bid and asked prices of the Common Stock Units quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Common Stock Units or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock Units is listed, whichever is applicable, as published in the Eastern Western Edition of The Wall Street Journal, Journal for the five (5) trading days prior to the date as of determination which the value of the fair market value is to be determined and (ii) the number of shares of Common Stock into which each share of if this Warrant Stock is convertible, if applicable, at the time of such exercise; provided, however, if there is no public market for the Company's Common Stock at the time of such exerciseexercised in connection with a Deemed Liquidation Event, the fair market value of one Warrant Unit shall be determined by the Company's ’s Board of Directors Managers in good faithfaith with reference to the known or best estimated amount of consideration that would be payable in respect of one Warrant Unit in such Deemed Liquidation Event.

Net Exercise Election. The Warrant Holder may elect to convert all or a any portion of this Warrant, without the payment by the Warrant Holder Xxxxxx of any additional consideration, by the surrender of this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto Exercise Notice, duly executed by the Warrant HolderXxxxxx, into up to the number of shares of Warrant Stock Shares that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of shares of Warrant Stock Shares to be issued to the Holder pursuant to a net exercise of this Warrant Holder effected pursuant to this Section 2.73(d). Y = the number of shares of Warrant Stock Shares as to which this Warrant is then being net exercised. A = the fair market value of one share of Warrant StockShares, as determined in good faith by the Company's Board of Directors, as at the time the of such net exercise election is made pursuant to as set forth in the last paragraph of this Section 2.7. 3(d). B = the Warrant Exercise Price. The Company will promptly respond in writing to an inquiry by the Warrant Holder Xxxxxx as to the then current fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Stock Shares shall be determined by the product Company’s Board of Directors in good faith; provided, however, that if on the relevant exercise date for which such value must be determined, a public market for the Company’s Common Stock exists, then the fair market value per share of the Warrant Shares shall be (iA) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Western Edition of The Wall Street Journal, Journal for the five (5) trading days prior to the date as of determination which the value of fair market value and (ii) the number of shares of Common Stock into which each share of Warrant Stock is convertible, if applicable, at the time of such exercise; provided, however, if there is no public market for the Company's Common Stock at the time of such exercise, the fair market value shall is to be determined by the Company's Board of Directors in good faithdetermined.

Net Exercise Election. The Warrant In lieu of exercise as provided in Subsection (a) above, the Holder may elect to convert all or a portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of surrendering this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto duly executed by the Warrant Holder, into up to the number of shares of Warrant Stock Shares that is obtained under the following formula: X = Y (A-B) ------- A where Where: X = the number of shares of Warrant Stock Shares to be issued to the Warrant Holder pursuant to this Section 2.7Subsection (b). Y = the number of shares of Warrant Stock as Shares the Holder elects to which exercise on net exercise basis, pursuant to this Warrant is being net exercised. Subsection b. A = the fair market value Fair Market Value (as defined below) of one share of Warrant Stock, as determined in good faith by the Company's Board of Directors, as Share at the time the net exercise election is made pursuant to this Section 2.7Subsection (b). B = the Warrant Exercise Price. The Company will promptly respond in writing to an inquiry by term Fair Market Value shall be defined as follows: i. If the Warrant Holder as to Company’s shares are listed on a national securities exchange or are quoted on the then current fair market value National Association of one share of Warrant Stock. For purposes Securities Dealers, Inc., Automated Quotation or National Market System (Nasdaq/ NMS), or similar quoting system on which shares of the above calculationCompany are registered, fair market value of one share of Warrant Stock shall be the product of (i) then the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last sale price, respectively, reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of The Wall Street Journal, for the five 5 (5five) trading days prior to the exercise date; ii. If the Company’s shares are not listed on a national securities exchange or are not quoted on Nasdaq/NMS or similar quoting system on which shares of the Company are registered, but are traded in the over-the-counter market, then the average of the mean of the bid and ask prices as reported for the 5 (five) trading days prior to the exercise date; iii. If the exercise date is the date of determination the closing of fair market value and an IPO, then the public offering price (iibefore deduction of underwriter’s discounts or commissions) in such offering; iv. If the number exercise date is an M&A Event, Liquidity in which shareholders of the Company receive payment for the transfer of shares held by them, then the highest price at which shares of Common Stock into which each share the same class as the Warrant Shares are purchased within the framework of Warrant Stock is convertiblethe M&A Event; v. In any other event, if applicable, at as determined in good faith in a reasoned written resolution of the time of such exercise; provided, however, if there is no public market for the Company's Common Stock at the time of such exercise, the fair market value shall be determined by the Company's Board of Directors in good faithof the Company.

Net Exercise Election. The Warrant Holder may elect to convert all or a portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto duly executed by the Warrant Holder, into up to the number of shares of Warrant Stock that is obtained under the following formula: X = Y (A-B) ------- -------- A where X = the number of shares of Warrant Stock to be issued to the Warrant Holder pursuant to this Section 2.7. Y = the number of shares of Warrant Stock as to which this Warrant is being net exercised. A = the fair market value of one share of Warrant Stock, as determined in good faith by the Company's Board of Directors, as at the time the net exercise election is made pursuant to this Section 2.7. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Warrant Holder as to the then current fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Stock shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of The Wall Street Journal, for the five (5) trading days prior to the date of determination of fair market value and (ii) the number of shares of Common Stock into which each share of Warrant Stock is convertible, if applicable, at the time of such exercise; provided, however, if there is no public market for the Company's Common Stock at the time of such exercise, the fair market value shall be determined by the Company's Board of Directors in good faith.

Net Exercise Election. The Warrant Holder may elect to convert all or a portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of this Warrant or such portion of this Warrant to the Company, with the net exercise election selected in the subscription form Notice of Exercise attached hereto as Exhibit A duly executed by the Warrant Holder, into up to the number of shares of Warrant Stock Shares that is obtained under the following formula: X = Y (A-B) ------- A where Where: X = the number of shares of Warrant Stock Shares to be issued to the Warrant Holder pursuant to this Section 2.71.2. Y = the number of shares of Warrant Stock Shares as to which this Warrant is then being net exercised. A = the fair market value of one share of Warrant StockShare, as determined in good faith by the Company's ’s Board of Directors, as at the time the net exercise election is made pursuant to this Section 2.7. 1.2. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Warrant Holder as to the then current fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock at the time of such exercise, the fair market value per share of Warrant Stock shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Western Edition of The Wall Street Journal, Journal for the five (5) trading days prior to the date of determination of fair market value and (ii) the number of shares of Common Stock into which each share of Warrant Stock Share is convertible, if applicable, at the time of such exercise; provided. Notwithstanding the foregoing, however, if there in the event the Warrant is no public market for exercised in connection with the Company's ’s initial public offering of Common Stock at the time of such exerciseStock, the fair market value per share shall be determined the per share offering price to the public of the Company’s initial public offering. The Company will promptly respond in writing to an inquiry by the Company's Board Holder as to the then current fair market value of Directors in good faithone Share.

Net Exercise Election. The Warrant Holder may elect to convert all or a portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of this Warrant or such portion to the Company, with the net exercise election selected in the subscription form attached hereto duly executed by the Warrant Holder, into up to the number of shares of Warrant Stock that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of shares of Warrant Stock to be issued to the Warrant Holder pursuant to this Section 2.72.6. Y = the number of shares of Warrant Stock as to which this Warrant is being net exercised. A = the fair market value of one share of Warrant Stock, as determined in good faith by the Company's Board of Directors, Stock as at the time the net exercise election is made delivered to the Company pursuant to this Section 2.72.6. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Warrant Holder as to the then current fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Stock shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Overover-Thethe-Counter Market Summary counter market summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National NASDAQ Stock Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of The Wall Street Journal, for the five (5) trading days prior to the date of determination of fair market value and (ii) the number of shares of Common Stock into which each share of Warrant Stock is convertible, if applicable, at the time of such exercise; provided, however, if there is no public market for the Company's ’s Common Stock at the time of such exercise, the fair market value shall be determined by the Company's ’s Board of Directors in good faith.

Net Exercise Election. The Warrant Holder may elect to convert all or a --------------------- portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of this Warrant or such portion of this Warrant to the Company, with the net exercise election selected in the subscription form Notice of Exercise attached hereto as Exhibit A duly executed by the Warrant Holder, into up to the --------- number of shares of Warrant Stock Shares that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of shares of Warrant Stock Shares to be issued to the Warrant Holder pursuant to this Section 2.71.3. Y = the number of shares of exercisable Shares subject to this Warrant Stock as with respect to which this Warrant the net exercise election is being net exercisedmade. A = the fair market value of one share of Warrant StockShare, as determined in good faith by the Company's Board of Directors, as at the time the net exercise election is made pursuant to this Section 2.7. 1.3. B = the Warrant Exercise Price. The Company will promptly respond in writing to an inquiry by the Warrant Holder as to the then current fair market value of one share of Warrant StockShare. For purposes of the above calculation, fair market value of one Share shall be determined by the Company's Board of Directors in good faith, however, that where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share of Warrant Stock shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern (Western Edition of The Wall Street Journal, ) for the five (5) trading days prior to the date of determination of fair market value and (ii) value. Notwithstanding the number of shares of Common Stock into which each share of foregoing, in the event the Warrant Stock is convertible, if applicable, at the time of such exercise; provided, however, if there is no public market for exercised in connection with the Company's initial public offering of Common Stock at the time of such exerciseStock, the fair market value per share shall be determined by equal to the per share offering price to the public of the Company's Board of Directors in good faithinitial public offering.

Net Exercise Election. The Warrant Holder may elect to convert all or a --------------------- portion of this Warrant, without the payment by the Warrant Holder of any additional consideration, by the surrender of this Warrant or such portion of this Warrant to the Company, with the net exercise election selected in the subscription form Notice of Exercise attached hereto as Exhibit A duly executed by the Warrant Holder, into up to the --------- number of shares of Warrant Stock Shares that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of shares of Warrant Stock Shares to be issued to the Warrant Holder pursuant to this Section 2.71.3. Y = the number of shares of exercisable Shares subject to this Warrant Stock as with respect to which this Warrant the net exercise election is being net exercisedmade. A = the fair market value of one share of Warrant StockShare, as determined in good faith by the Company's Board of Directors, as at the time the net exercise election is made pursuant to this Section 2.7. 1.3. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Warrant Holder as to the then current fair market value of one share of Warrant StockShare. For purposes of the above calculation, fair market value of one Share shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share of Warrant Stock shall be the product of (i) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern (Western Edition of The Wall Street Journal, ) for the five (5) trading days prior to the date of determination of fair market value and (ii) value. Notwithstanding the number of shares of Common Stock into which each share of foregoing, in the event the Warrant Stock is convertible, if applicable, at the time of such exercise; provided, however, if there is no public market for exercised in connection with the Company's initial public offering of Common Stock at the time of such exerciseStock, the fair market value per share shall be determined by equal to the per share offering price to the public of the Company's Board of Directors in good faithinitial public offering.