Common use of Net Exercise Election Clause in Contracts

Net Exercise Election. The Holder may elect to convert all or a portion of this Warrant, without the payment by the 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 Notice of Exercise attached hereto as EXHIBIT A duly executed by the Holder, into up to the number of Shares that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of Shares to be issued to the Holder pursuant to this Section 1.5. Y = the number of Shares as to which this Warrant is being exercised. A = the fair market value of one Share, 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 1.5. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Holder as to the then current fair market value of one Share. 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 shall be 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 Western Edition of THE WALL STREET JOURNAL for the three (3) trading days prior to the date of determination of fair market value.

Net Exercise Election. The Holder may elect to convert all or a any portion of this Warrant, without the payment by the Holder Xxxxxx 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 Notice of Exercise attached hereto as EXHIBIT A Notice, duly executed by the HolderXxxxxx, into up to the number of shares of Warrant Shares that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of shares of Warrant Shares to be issued to the Holder pursuant to a net exercise of this Warrant effected pursuant to this Section 1.53(d). Y = the number of Warrant Shares as to which this Warrant is then being net exercised. . A = the fair market value of one Shareshare of Warrant Shares, 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 1.53(d). B = the Warrant Exercise Price. The Company will promptly respond in writing to an inquiry by the Holder Xxxxxx as to the then current fair market value of one Shareshare of Warrant Stock. For purposes of the above calculation, fair market value of one Share share of Warrant Shares shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists if on the relevant exercise date for which such value must be determined, a public market for the Company's ’s Common Stock at the time of such exerciseexists, then the fair market value per share of the Warrant Shares shall be (A) 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 Western Edition of THE WALL STREET JOURNAL The Wall Street Journal for the three five (35) trading days prior to the date as of determination which the value of the fair market valuevalue is to be determined.

Net Exercise Election. The Holder may elect to convert all or a portion of this WarrantWarrant (to the extent vested), without the payment by the 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 Notice of Exercise subscription form attached hereto as EXHIBIT A duly executed by the Holder, into up to the number of Shares shares of Warrant Stock that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of Shares shares of Warrant Stock to be issued to the Holder pursuant to this Section 1.52.9. Y = the number of Shares as to shares of Warrant Stock (at the date of such calculation) for which this Warrant is being may then be exercised. A = the fair market value of one Shareshare of Warrant Stock, determined as determined in good faith by the Company's Board of Directors, set forth below as at the time the net exercise election is made pursuant to this Section 1.52.9. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Holder as to the then current fair market value of one Share. For purposes of the above calculation, the fair market value of one Share share of Warrant Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists (a) if the exercise is in connection with a public market for the Company's Common Stock at the time Change of such exerciseControl, the fair market value per share shall be the average value attributed to a share of Common Stock of the Company in the Change of Control; and (b) If the Company’s Common Stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market, the fair market value shall be the closing bid and asked prices price or last sale price of a share of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Company reported for the business day immediately before the date on which Holder delivers this Warrant together with the Exercise Notice. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that any shares of Warrant Stock or issued in a cashless exercise pursuant to this Section 2.9 shall be deemed to have been acquired by the closing price quoted Holder, and the holding period for such shares of Warrant Stock shall be deemed to have commenced, on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of THE WALL STREET JOURNAL for the three (3) trading days prior to the date of determination of fair market valueIssue Date.

Net Exercise Election. The (a) Holder may elect to convert all or a any portion of this Warrant, without the payment by the 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 Notice of Exercise subscription form attached hereto as EXHIBIT A hereto, duly executed by the Holder, into up to the number of Shares shares of Warrant Stock that is obtained under the following formula: X = Y (A-B) ------- A where X = the number of Shares shares of Warrant Stock to be issued to the Holder pursuant to a net exercise of this Warrant effected pursuant to this Section 1.52.7. Y = the number of Shares as shares of Warrant Stock with respect to which Holder is exercising its purchase rights under this Warrant is being exercisedWarrant. A = the fair market value of one Shareshare of Warrant Stock, 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 1.5. 2.7. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Holder as to the then current fair market value of one Share. share of Warrant Stock. (b) For purposes of the above calculation, fair market value of one Share share of Warrant Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists if on the relevant exercise date for which such value must be determined, a public market exists for the Company's ’s Common Stock at the time of such exerciseStock, then the fair market value per share of the Warrant Stock shall be determined by reference to the market price of the Common Stock as follows: (i) if this Warrant is being exercised in connection with the Company’s Initial Public Offering, the fair market value shall be the per-share offering price to the public as set forth in the Company’s final prospectus filed with the Securities and Exchange Commission, or (ii) otherwise, the fair market value shall be the average of (A) 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 Western Edition of THE WALL STREET JOURNAL The Wall Street Journal for the three five (35) trading days prior to the date as of determination which the value of the fair market valuevalue is to be determined.

Net Exercise Election. The Holder may elect to convert all or a portion but not less than all of this Warrant, without the payment by the 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 Notice of Exercise subscription form attached hereto as EXHIBIT A duly executed by the Holder, into up to the number of Shares shares of Warrant Stock that is obtained under the following formula: X = Y (A-B) ------- A where Where: X = the number of Shares shares of Warrant Stock to be issued to the Holder pursuant to this Section 1.52.6. Y = the number of Shares shares of Warrant Stock as to which this Warrant is being exercised. remains unexercised. A = the fair market value of one Shareshare 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 1.52.6. B = the Warrant Price. The Company will promptly respond in writing to an inquiry by the Holder as to the then current fair market value of one Shareshare of Warrant Stock. For purposes of the above calculation, fair market value of one Share shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company's ’s Common Stock at the time of such exercise, the fair market value per share shall be the product of (a) 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 Global Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of THE WALL STREET JOURNAL The Wall Street Journal for the three (3) five trading days prior to the date of determination of fair market valuevalue and (b) the number of shares of Common Stock into which each Share is convertible, if applicable, at the time of such exercise. Notwithstanding the foregoing, in 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 is convertible, if applicable, at the time of such exercise.