Common use of Net Exercise Clause in Contracts

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. (a) Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashcash or check, the Holder may elect (the "Conversion Right") to receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) --------- A Where X = the number of Exercise Shares to be issued to the Holder issued. Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercise) calculation). A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) calculation). B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such exercise) calculation). The Company acknowledges that shall pay all reasonable administrative costs incurred by the provisions of this Section 2.2 are intended, Holder in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within connection with the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request exercise of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, Conversion Right by the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant . (other than this Section 2)b) Unless indicated otherwise in writing by the Holder, any reference herein to the exercise of this Warrant shall automatically be deemed exercised on March 31, 2010 by the Holder hereof pursuant to include a reference Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the exchange of foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares in accordance with the terms of purchasable under this Section 2.2Warrant on such date.

Net Exercise. Notwithstanding any provisions herein If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the contraryRegistration Statement, if as defined in the Fair Market Value Purchase Agreement, and the fair market value of one Exercise Share issuable hereunder share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashcash or by check, the Holder may elect to effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company will accept reasonable modifications and reasonably acceptable to the exchange procedures provided Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for in this Section in order to accomplish the 10 consecutive trading days immediately preceding such intent. For Exercise Date, or (ii) if an Eligible Market is not the avoidance principal Trading Market for the shares of doubtCommon Stock, the Holder shall average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be required to pay calculated as of such date on any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes the foregoing bases, the fair market value shall be as determined by the Board of this Warrant (other than this Section 2), any reference herein to Directors of the Company in the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2its good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Common Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this Warrant for Exercise Shares the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in accordance with good faith by the terms Board of this Section 2.2Directors of the Company.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Exercise Share issuable hereunder is greater than the Exercise Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise the Warrant Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant Warrant, the fair market value of one Share (other than this Section 2)the "Fair Market Value") shall mean, any reference herein with respect to each such Share, (A) if the exercise is in connection with an initial public offering of the Company's Common Stock, and if the Company's registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the Fair Market Value shall be the product of (x) the initial "Price to Public" per share specified in the final prospectus with respect to the exercise offering and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible at the date of calculation; (B) if this Warrant is exercised after, and not in connection with, the initial public offering of the Company's Common Stock, and if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: (1) if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the Fair Market Value shall be deemed to include a reference be the product of (x) the average of the closing prices over the 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible on such date; or (2) if the Company's Common Stock is actively traded over-the-counter, the Fair Market Value shall be deemed to be the exchange product of this Warrant for Exercise Shares (x) the average of the closing bid or sales price (whichever is applicable) over the 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible on such date; or (C) if neither (A) nor (B) is applicable, the Fair Market Value of such share shall be determined by the Company's Board of Directors in accordance with the terms of this Section 2.2good faith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant pursuant to Section 2.1, unless a registration statement under the Securities Act providing for the resale of the Exercise Shares and the Initial Shares is in effect by payment of cashthe date that is one hundred and fifty (150) days following the Closing pursuant to the Registration Rights Agreement and such registration statement remains in effect throughout the Effectiveness Period (as defined in the Registration Rights Agreement), the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the Company will accept reasonable modifications to fair market value of one share of Common Stock shall, if the Common Stock is listed on any established stock exchange or traded on the Nasdaq Global Market or the Nasdaq Capital Market, be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange procedures provided or market with the greatest volume of trading in the Common Stock) on the date of exercise, as reported in The Wall Street Journal or such other source as the Board of Directors of the Company deems reliable. In the absence of such markets for in this Section in order to accomplish such intent. For the avoidance of doubtCommon Stock, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant fair market value shall be deemed to include a reference to determined by the exchange Board of this Warrant for Exercise Shares Directors of the Company in accordance with the terms of this Section 2.2good faith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4 above, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: X = Y * (A-B) Where A X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to the net exercise. Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net exercise election is made. A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net exercise election is made. B = The Exercise Price (as adjusted to the date of such the net exercise) The Company acknowledges that the provisions ). For purposes of this Section 2.2 are intended5, in partthe fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within be the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request closing price of the Holder, securities on such exchange on the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance date of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Warrant; (ii) if traded over-the-counter, the value shall be deemed to include a reference be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that if this Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with respect to such offering; and (iv) if this Warrant is being exercised in connection with a merger or acquisition, the terms fair market value of this Section 2.2a Warrant Share will be the value offered per such share in such merger or acquisition, as determined in good faith by the Board of Directors of the Company.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashAlternatively, the Holder may elect exercise by: (i) delivering a Notice of Exercise to receive shares the Company at its principal offices; and (ii) receiving such lesser number of Preferred Shares calculated in accordance with the formula below representing the satisfaction of the payment to the Company of an amount equal to the value (as determined below) aggregate Exercise Price for the number of Preferred Shares being purchased. In the event a Holder chooses to exercise the purchase rights pursuant to this Warrant in accordance with this Section 6(b) (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event a “Net Exercise”), the Company shall issue to the such Holder a number of Exercise Preferred Shares computed using the following formula: X = Y * (A-B) Where where: X = the number of Exercise Preferred Shares to be issued to the Holder Y = the number of Exercise Preferred Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion number of the Preferred Shares for which this Warrant is being exercised (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Preferred Share purchasable under the Warrant (at the date of such exercisecalculation) B = the Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions calculation). For purposes of this Section 2.2 6(b), the fair market value of a Preferred Share shall be the average of the closing prices of the Preferred Shares (or a number of Ordinary Shares into which the Preferred Shares are intendedconvertible) quoted (i) in the over-the-counter market in which the Preferred Shares (or Ordinary Shares) are traded, or (ii) on any exchange or electronic securities market on which the Preferred Shares (or Ordinary Shares) are listed for trading, as applicable, for the 30 trading days prior to the date of determination of fair market value (or such shorter period of time during which such Preferred Shares (or Ordinary Shares) were traded over-the-counter or on such exchange). If the Preferred Shares (or Ordinary Shares) are not traded on the over-the-counter market, an exchange or an electronic securities market, the fair market value of a Preferred Share shall be determined by dividing: (i) the cash price at which a willing seller would sell and a willing buyer would buy all of the issued and outstanding Preferred Shares in parta transaction negotiated at arm’s length by unaffiliated third parties, to ensure that a full each being apprised of and considering all relevant facts, circumstances and factors, and neither acting under compulsion or partial exchange time constraints, by (ii) the number of this Warrant then issued and outstanding Preferred Shares. In the case of any determination of the fair market value of the Preferred Shares pursuant to this Section 2.2 will qualify as 6(b), fair market value shall not include any discount (i) by reason of such Preferred Shares representing a conversionminority interest, or (ii) to reflect the fact that such Preferred Shares are illiquid and subject to the restrictions on transfer set forth in this Warrant and the Shareholders Agreement. If the Company and the Holder cannot agree on the fair market value of a Preferred Share within 30 days after the meaning date upon which the Holder delivers a Notice of paragraph Exercise to the Company at its principal offices (d)(3)(iiithe “Negotiation Period”), the valuation shall be made by an appraiser of internationally recognized standing designated jointly by the Company and the Holder within ten days after the expiration of the Negotiation Period or, if they cannot so agree on an appraiser, such dispute shall be promptly referred to the HKIAC and an appraiser of nationally recognized standing shall be appointed thereby. The valuation shall be made by such appraiser within 20 days of its designation by the HKIAC. Any valuation made by an appraiser under this Section 6(b) shall be determinative of Rule 144 under such value and binding upon the Securities ActCompany and the Holder. At The cost of such valuation shall be borne equally by the request of Company and the Holder, the Company will accept reasonable modifications to the exchange procedures provided for but each party shall bear its own legal expenses, if any, incurred in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2connection therewith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Common Stock computed using the following formula: Y (A - B) X= --------- A Where: X = Y * (A-B) Where X = the The number of Exercise Shares shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “Conversion Right”) to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Preferred Stock computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares shares of Preferred Stock to be issued to the Holder Y = the number of Exercise Shares shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Preferred Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The For purposes of the above calculation, the fair market value of one share of Preferred Stock shall be: (a) the product of (i) the average daily Market Price (as defined below) during the period of the most recent 10 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading and (ii) the number of shares of the Common Stock (as defined herein) into which each Exercise Share is convertible on such date; or (b) if no class of Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value of one share of Preferred Stock shall be as determined in good faith by the Board of Directors of the Company, taking into account the most recently or concurrently completed arm’s-length transaction between the Company acknowledges that and an unaffiliated third party, the provisions closing of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, which occurs within the meaning six months preceding or on the date of paragraph such calculation, if any. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Global Market System (d)(3)(iiithe “Global Market System”) of Rule 144 under the Securities Act. At Nasdaq, the request “Market Price” as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the Global Market System on such date or if no such sale is made on such day, the mean of the Holderclosing bid and asked prices for such day on such exchange or on the Global Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Company will accept reasonable modifications “Market Price” as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the Nasdaq or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtunlisted trading privileges and bid and ask prices are not reported, the Holder shall not be required to pay any cash upon any exercise “Market Price” as of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant a specified day shall be deemed to include a reference to determined in good faith by the exchange Board of this Warrant for Exercise Shares in accordance with Directors of the terms of this Section 2.2Company.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Common Stock computed using the following formula: Y (A - B) X = Y * (A-B) Where --------- A Where: X = the The number of Exercise Shares shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein (i) Subject to the contraryHolder satisfying all other exercise obligations hereunder, if upon making the Fair Market Value of one Net Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Election, in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a such number of Exercise fully paid and non-assessable Shares as is computed using the following formula: X = Y * (A-B) Where where: X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable exercisable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (Share, as determined pursuant to Section 2(b)(ii), as at the date of such exercise) time the Net Exercise Election is made B = the Exercise Price in effect under this Warrant at the time the Net Exercise Election is made (as adjusted to the date of such exerciseii) The Company acknowledges that the provisions For purposes of this Section 2.2 are intended2(b), fair market value of one Share as of a particular date shall mean: (1) in partthe case of a Liquidation, the amount of Liquidation proceeds to ensure that be received by the holders of Shares with respect to such Shares in such Liquidation; (2) in the case of a full Stock Sale or partial exchange a Deemed Liquidation Event, the per Share consideration to be received by the holders of Shares with respect to such Shares pursuant to the definitive documentation effecting such Deemed Liquidation Event; or (3) in the case of an IPO, the initial “price to public” of one Share specified in the final prospectus with respect to such IPO; or (4) in the case no Exercise Event shall have taken place prior to the Termination Date and this Warrant pursuant to this Section 2.2 will qualify as a conversion, within is exercised on the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares Termination Date in accordance with Section 1(c), the terms fair market value of this one Share as determined in good faith by the Company’s board of directors on the basis of an arm’s length sale between a willing seller and a willing buyer of the entire capital stock of the Company without applying any discounts in respect of transfer restrictions applying to the Shares or minority interests in the Company; provided, that the Company and the Holder acknowledge and agree that such fair market value and fair market value determination methodology are separate and distinct from, and not determinative of, the fair market value of one Share determined in accordance with Section 2.2409A of the Internal Revenue Code of 1986, as amended (the “409A Price”), or the determination methodology used to determine the 409A Price.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashpursuant to Section 2.1, the Holder may elect to receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledcancelled pursuant to this Section 2.2) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being exercised cancelled pursuant to this Section 2.2 (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion, within in connection with the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request closing of the Holdersale to the public of either shares of Common Stock or units comprised of shares of Common Stock and warrants to purchase shares of Common Stock (“Units”), the Company will accept reasonable modifications fair market value per share shall be the product of (i) the per share offering price to the exchange procedures provided for public of the Company’s initial public offering, or to the extent Units are sold in this Section in order to accomplish such intent. For the avoidance of doubtinitial public offering, the Holder shall not be required to pay any cash upon any exercise per Unit offering price of this Warrant pursuant to this Section 2.2. For all purposes the Company’s initial public offering, in each case in the initial closing of this Warrant the such offering, and (other than this Section 2), any reference herein to ii) the exercise number of this Warrant shall be deemed to include a reference to shares of Common Stock into which each Exercise Share is convertible at the exchange time of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2such exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to ------------ Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Preferred Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Preferred Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended5, in partthe fair market value of one share of Preferred Stock (or, to ensure that the extent all such Preferred Stock has been converted into the Company's Common Stock) as of a full particular date shall be determined as follows: (i) if traded on a securities exchange or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within through the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderNasdaq Stock Market, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the initial public offering of the Company, the value will be the initial "Price to Public" of one share of such Preferred Stock (or of the aggregate number of shares of Common Stock issuable upon conversion of such Preferred Stock) specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of Exercise Share Shares issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised for Common Stock pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) of Rule 144 under the Securities Act. At per share offering price to the request public of the HolderCompany’s initial public offering, and (ii) the Company will accept reasonable modifications to number of shares of Common Stock into which each Exercise Share issuable hereunder is convertible at the exchange procedures provided for in this Section in order to accomplish time of such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, immediately following an IPO, if the Fair Market Value fair market value of one Exercise Share share of the Company’s Common Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share share of the Company’s Common Stock purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the Company will accept reasonable modifications to fair market value per share of Common Stock shall be the average of the closing prices of the Common Stock, on the securities exchange procedures provided on which such Common Stock is traded following the Initial Public Offering, for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein five trading days immediately prior to the exercise date. If the Common Stock is traded on other than a securities exchange, then the fair market value per share of this Warrant Common Stock shall be deemed to include a reference to determined in good faith by the exchange Company’s Board of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Directors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share share of the Company’s Common Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share share of the Company’s Common Stock purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion1.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) of Rule 144 under the Securities Act. At per share offering price to the request public of the HolderCompany’s initial public offering, and (ii) the Company will accept reasonable modifications to number of shares of Common Stock into which each share of Common Stock issuable hereunder is convertible at the exchange procedures provided for in this Section in order to accomplish time of such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of Exercise Share Shares issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised for Common Stock pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) of Rule 144 under the Securities Act. At per share offering price to the request public of the HolderCompany’s initial public offering, and (ii) the Company will accept reasonable modifications to number of shares of Common Stock into which each Exercise Share issuable hereunder is convertible at the exchange procedures provided for in this Section in order to accomplish time of such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in a) In lieu of exercising this Warrant by payment of in cash, the Holder rights represented by this Warrant may elect to receive shares also be exercised at any time by a written notice of exercise in the form of Exhibit A attached hereto, providing for the net exercise of this Warrant for the Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender exercised), specifying that this net exercise election has been made, and the net number of this Warrant at Shares to be issued after giving effect to such net exercise. In the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Warrantholder makes such election, Company shall issue to the Holder Warrantholder a number of Exercise Warrant Shares computed using the following formula: X = Y * (AY(A-B) Where Where: X = the number of Exercise Warrant Shares to be issued to the Holder Warrantholder Y = the number of Exercise Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at as of the date of such net exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant of Common Stock (at as of the date of such net exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such net exercise) (b) The Company acknowledges that the provisions For purposes of this Section 2.2 are intended2.2, in part, to ensure that a full or partial exchange the “Fair Market Value” of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request one share of the Holder, the Company will accept reasonable modifications Company’s Common Stock shall be equal to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant either (other than this Section 2), any reference herein to i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be deemed to include a reference equal to the exchange “initial price to public” specified in the final prospectus with respect to the initial public offering, or (ii) if the exercise of this Warrant occurs after an initial public offering of the Company but not in connection therewith, then the Fair Market Value shall be equal to the average of the closing price(s) of the Company’s Common Stock as quoted over the counter or on any exchange on which the Common Stock is listed as such closing prices are published in The Wall Street Journal for Exercise Shares the fifteen (15) trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in accordance connection with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or sale. If the Common Stock is not traded Over The Counter or on an exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value shall be reasonably determined in good faith by the Board of Directors. If the Warrantholder hereof does not agree with the terms determination of this Section 2.2Fair Market Value as determined by the Board of Directors, the Company and the Warrantholder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days, the Company and the Warrantholder cannot agree, then the Warrantholder may request that the Fair Market Value be determined by an investment banker of national reputation selected by the Company and reasonably acceptable to the Warrantholder. The fees and expenses of such investment banker shall be borne by the Company unless the Fair Market Value determined by such investment banker is equal to or less than the Fair Market Value as determined by the Company, in which event the fees and expenses of such investment banker shall be borne by the Warrantholder hereof.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to ------------ Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Preferred Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Preferred Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended5, the fair market value of one share of Preferred Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in partgood faith by the Board of Directors of the Company; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial "Price to ensure that a full or partial exchange Public" of one share of such Preferred Stock specified in the final prospectus with respect to such offering. Notwithstanding any of the preceding, only thirty percent (30%) of the total number of Shares initially issuable upon exercise of this Warrant (which number is subject to adjustment pursuant to Section 9 hereof) may be exercised by the Holder pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph 5. The remaining seventy percent (d)(3)(iii70%) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant are only exercisable pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.24 hereof.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4 above, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: X = Y * (A-B) A Where X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to the net exercise. Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net exercise election is made. A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net exercise election is made. B = The Exercise Price (as adjusted to the date of such the net exercise) The Company acknowledges that the provisions For purposes of this Section 2.2 are intended5, in partthe fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within be the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request closing price of the Holder, securities on such exchange on the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance date of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Warrant; (ii) if traded over-the-counter, the value shall be deemed to include a reference be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that if this Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with respect to such offering; and (iv) if this Warrant is being exercised in connection with a merger or acquisition, the terms fair market value of this Section 2.2a Warrant Share will be the value offered per such share in such merger or acquisition, as determined in good faith by the Board of Directors of the Company.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Corporation's Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Corporation together with the properly endorsed Notice of Exercise in which event the Company Corporation shall issue to the Holder a number of Exercise Shares shares of Preferred Stock computed using the following formula: X = Y * (A-B) ------- A Where X = the number of Exercise Shares shares of Preferred Stock to be issued to the Holder Y = the number of Exercise Shares shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Corporation's Preferred Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of Preferred Stock shall be determined by the Corporation's Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as 2.1 at a conversiontime when the Corporation's Common Stock is traded in a public market, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request fair market value per share shall be closing sales price of the HolderCommon Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Company will accept reasonable modifications to Warrant is exercisable for Common Stock, or (ii) the exchange procedures provided for in this Section in order to accomplish such intent. For number of shares of Common Stock into which each share of the avoidance class of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant stock issuable pursuant to this Section 2.2. For all purposes Warrant is convertible at the time of this such exercise, if the Warrant (is exercisable for shares of the Corporation's capital stock other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Common Stock.

Net Exercise. Notwithstanding any provisions herein If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Exercise Shares to the contraryHolder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise.” In such event, if the Fair Market Value fair market value of one Exercise Share issuable hereunder of the Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under of the Warrant Company (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one Share shall be determined by the Company’s Board of Directors or similar governing body in good faith; provided, however, that the provisions of this Section 2.2 are intendedfair market value per share shall mean: (x) if traded on a securities exchange or the NASDAQ National Market, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request fair market value of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Shares shall be deemed to include a reference be the closing or last reported sale price of the Shares on such exchange or market on the business day prior to the exchange date of this Warrant for Exercise calculation, or (y) if otherwise traded in an over-the-counter market, fair market value of the Shares in accordance with shall be deemed to be the terms average of this Section 2.2the closing bid and ask prices of the Shares on the business day prior to the date of calculation.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of exercise this Warrant (or the portion thereof being canceled) on a net basis, by surrender of this Warrant at the principal office of the Company (or at such other place or places as may be determined by the Company from time to time) together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the number of Exercise Shares purchasable under the portion of the Warrant being so exercised (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation and section 9 hereof, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion3 in connection with the Company’s initial public offering of its Class A common shares (“Common Shares”), within the meaning of paragraph (d)(3)(iii) of Rule 144 under fair market value per Exercise Share shall be the Securities Act. At per Common Share offering price to the request public of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Company’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: Where: X = Y * (A-B) Where X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the closing price of the securities on such exchange on the date of the exercise of the Warrants; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of this Directors of the Company; or the per share price of the Company's last equity offering, whichever is lower, provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. (a) Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), then in lieu of exercising this Warrant by payment of cash, check or surrendered Class B Limited Partnership Interest, the Holder may elect (the "Conversion Right") to receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company Issuer together with the properly endorsed Notice of Exercise in which event the Company Issuer shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where B)/A Where: X = the number of Exercise Shares to be issued to the Holder issued. Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercise) calculation). A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) calculation). B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such exercise) calculation). The Company acknowledges that shall pay all reasonable administrative costs incurred by the provisions Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2 are intended2.2. (b) Unless indicated otherwise in writing by the Holder, in part, to ensure that a full or partial exchange of this Warrant shall automatically be exercised on the last day of the Exercise Period by the Holder hereof pursuant to Section 2.2(a) hereof for Common Shares if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Issuer shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date. (c) This Warrant may not be exercised pursuant to this Section 2.2 will qualify for amounts that would result in an aggregate Exercise Price (i.e., the product of Y and B as a conversion, within denoted in the meaning of paragraph (d)(3)(iiiformula set forth under Section 2.2(a) hereof) of Rule 144 under less than $10 million or, if the Securities Act. At Holder owns a Warrant that if exercised in full would result in an aggregate Exercise Price of less than $10 million, for less than the request of entire Warrant; provided, however, that the Holder, the Company will accept reasonable modifications to the exchange procedures provided for preceding sentence in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder 2.2(c) shall not be required apply to pay any cash upon any an automatic exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.22.2(b) hereof.

Net Exercise. Notwithstanding If at any provisions herein to time after the contraryEffectiveness Deadline there is no effective Resale Registration Statement registering the resale of the Warrant Shares by the Holder, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, then the Holder may elect to exercise this Warrant by Net Exercise pursuant to this Section 1(c). At any time that this Warrant may be exercised by Net Exercise pursuant to this Section 1(c), if the Company shall receive shares equal to written notice from the value (as determined below) Holder at the time of exercise of this Warrant (or that the portion thereof being canceled) by surrender of this Warrant at Holder elects to Net Exercise the principal office of the Company together with the properly endorsed Notice of Exercise in which event Warrant, the Company shall issue deliver to such Holder (without payment by the Holder a of any exercise price in cash) that number of Exercise Warrant Shares computed using the following formula: Y (A - B) X = Y * (A-B) A Where X = the The number of Exercise Warrant Shares to be issued to the Holder Holder. Y = the The number of Exercise Warrant Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised cancelled (at the date of such exercise) calculation). A = the The Fair Market Value of one Exercise Share purchasable under the Warrant share of Common Stock (at the date of such exercise) calculation). B = The Exercise Price (as adjusted to the date of such exercisecalculations). The “Fair Market Value” of one share of Common Stock shall mean (x) The Company acknowledges that the provisions of this Section 2.2 last reported sale price and, if there are intendedno sales, in partthe last reported bid price, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderCommon Stock on the last trading day prior to the date of exercise on the trading market on which the Common Stock is listed as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of the Common Stock) (collectively, “Bloomberg”), or (y) if the foregoing does not apply, the Company will accept reasonable modifications to last sales price of such security in the exchange procedures provided over-the-counter market on the pink sheets by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.) (the “pink sheets”) or bulletin board for in this Section in order to accomplish such intent. For the avoidance of doubtsecurity as reported by Bloomberg, or if no sales price is so reported, the Holder shall last bid price of the Common Stock as reported by Bloomberg or (z) if the fair market value cannot be required to pay calculated on any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.-2-

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the that portion of the this Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The For purposes of the above calculation, if the Company’s Common Stock is traded in a public market, the fair market value per share shall be the product of (i) the average of the closing prices of a share of Common Stock reported for the five business days immediately before Holder delivers its Notice of Exercise to the Company acknowledges and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) of Rule 144 under the Securities Act. At per share offering price to the request public of the HolderCompany’s initial public offering, and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise. If the Company’s Common Stock is not traded in a public market, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance fair market value of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant one Exercise Share shall be deemed to include a reference to determined by the exchange Company’s Board of this Warrant for Exercise Shares Directors in accordance with the terms of this Section 2.2good faith.

Net Exercise. Notwithstanding any provisions herein If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the contraryRegistration Statement (as defined in the Subscription Agreement) or pursuant to another registration statement that has been declared effective under Securities Act of 1933, if as amended, and the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashcash or by check, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the “fair market value” of one share of Common Stock shall mean (i) the average of the closing sales prices for the shares of Common Stock on the NYSE Amex or other Eligible Market where the Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company will accept reasonable modifications and reasonably acceptable to the exchange procedures provided Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for in this Section in order the five (5) consecutive trading days immediately prior to accomplish such intent. For the avoidance Exercise Date, or (ii) if the NYSE Amex is not the principal Trading Market for the shares of doubtCommon Stock, the Holder shall average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be required to pay calculated as of such date on any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes the foregoing bases, the fair market value shall be as determined by the Board of this Warrant (other than this Section 2), any reference herein to Directors of the Company in the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2its good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that For purposes of the provisions above calculation, prior to the IPO, the fair market value of this Section 2.2 are intended, one Exercise Share shall be determined by the Company’s Board of Directors in part, to ensure that a full or partial exchange of good faith. If this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s IPO, within the meaning of paragraph (d)(3)(iii) of Rule 144 under foregoing calculation shall be made on an as-converted to common stock basis, with the Securities Act. At fair market value per Exercise Share equal to the request per share offering price to the public of the HolderCompany’s IPO. If this Warrant is exercised after the Company’s IPO, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtfair market value per share shall be determined as follows: (i) if traded on a securities exchange, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant fair market value shall be deemed to include the average of the closing prices over a reference to five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined; (ii) if actively traded over-the-counter, the fair market value shall be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined; or (iii) if not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the fair market value shall be determined in good faith by the Company’s Board of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Directors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) conversion for purposes of Rule 144 under the Securities ActAct and as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (or any similar provision of state or local law that follows the U.S. federal income tax treatment). At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value Price (as defined below) of one Exercise Share issuable hereunder share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the "Conversion Right") to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value Price of one share of the Exercise Share purchasable under the Warrant Shares (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that If the provisions of this Section 2.2 are intendedCommon Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within is listed on the meaning of paragraph National Market System (d)(3)(iiithe "National Market System") of Rule 144 under the Securities Act. At Nasdaq, the request "Market Price" as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the Holderclosing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Company will accept reasonable modifications Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the Nasdaq or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtunlisted trading privileges and bid and ask prices are not reported, the Holder shall not be required to pay any cash upon any exercise Market Price as of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant a specified day shall be deemed to include a reference to determined in good faith by the exchange Board of this Warrant for Exercise Shares in accordance with Directors of the terms of this Section 2.2Company.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “Conversion Right”) to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Preferred Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares shares of Preferred Stock to be issued to the Holder Y = the number of Exercise Shares shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Preferred Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that For purposes of the provisions above calculation, the fair market value of this Section 2.2 are intendedone share of Preferred Stock shall be: (a) the product of (i) the average daily Market Price (as defined below) during the period of the most recent 10 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading and (ii) the number of shares of the Common Stock (as defined herein) into which each Exercise Share is convertible on such date; or (b) if no class of Common Stock is then listed or admitted to trading on any national securities exchange or quoted in partthe over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. (c) If the Common Stock is traded on a national securities exchange or admitted to ensure that a full unlisted trading privileges on such an exchange, or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within is listed on the meaning of paragraph National Market System (d)(3)(iiithe “National Market System”) of Rule 144 under the Securities Act. At Nasdaq, the request Market Price as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the Holderclosing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Company will accept reasonable modifications Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the Nasdaq or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtunlisted trading privileges and bid and ask prices are not reported, the Holder shall not be required to pay any cash upon any exercise Market Price as of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant a specified day shall be deemed to include a reference to determined in good faith by the exchange Board of this Warrant for Exercise Shares in accordance with Directors of the terms of this Section 2.2Company.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section ------------ 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Common Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if this Warrant is being exercised upon the closing of the Company's initial public offering of Common Stock, the value will be the initial "Price to Public" of one share of such Common Stock specified in the final prospectus with respect to such offering, and provided, further, that if this Warrant is being exercised at a time in which the Company is in the process of merging, being acquired or selling all or substantially all of its assets, the value will be the value to be received by the holders of the Company's Common Stock for Exercise Shares in accordance with the terms each share of this Section 2.2such Common Stock pursuant to such transaction.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashcash or other consideration (as contemplated by Section 2), the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = X= the number of Exercise Shares to be issued to the Holder Y = Y= the number of Exercise Shares that are vested and purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The As used herein, “fair market value” of an Exercise Share means, (i) if shares of Common Stock are then traded or quoted on a nationally recognized securities exchange, interdealer quotation system or over-the-counter market, the fair market value of a share shall be the volume weighted average price of a share of Common Stock reported for ten (10) trading days immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company acknowledges that [, (ii) if this Warrant is being exercised in connection with an IPO, then the provisions per share offering price to the public of the IPO (or the per share price (expressed as a dollar value) payable in respect of each share of Common Stock if such IPO is in connection with a SPAC transaction)] or (ii)[(iii)] if this Warrant is being exercised in connection with a Change of Control (and not otherwise exercised pursuant to clause (i) above), then the per share price (expressed as a dollar value) payable in respect of each share of Common Stock in connection with such Change of Control. If this Warrant is being exercised in circumstances other than as set forth in clauses (i)[,][or] (ii) [or (iii)] of this Section 2.2 are intendedparagraph, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within then “fair market value” shall mean the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request fair market value per share of the Holder, Common Stock as determined by the Company will accept reasonable modifications to the exchange procedures provided for Company’s Board of Directors acting reasonably and in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2good faith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, check or cancellation of indebtedness, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversionin connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) the per share offering price to the public of Rule 144 under the Securities ActCompany’s initial public offering, and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise. At If the request Holder has not exercised this Warrant prior to the expiration of this Warrant, this Warrant shall automatically be deemed to be exercised in full in the manner set forth in Section 2, without any further action on behalf of the Holder, the Company will accept reasonable modifications immediately prior to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2expiration.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value In lieu of one Exercise Share issuable hereunder is greater than making a cash payment for the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined defined below) of this Warrant (an Assumed Preferred Stock Purchase Right, the Purchaser may pay all or the such portion thereof being canceled) of such Exercise Price by surrender electing not to receive all of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue such Assumed Purchase Right Shares but only to the Holder a receive that number of Exercise such Assumed Purchase Right Shares computed using as shall be determined in accordance with the following formula: X = Y * (AY(A-B) Where ------ A Where: X = the number of Exercise Shares shares of Parent Common Stock to be issued to the Holder Purchaser pursuant to this Section 2.1(e) Y = the number of Exercise Assumed Purchase Right Shares purchasable under for which the Warrant or, if only a portion Assumed Preferred Stock Purchase Right is being exercised as of the Warrant date the Assumed Preferred Stock Purchase Right is being exercised, the portion of the Warrant being exercised (at the date of such exercise"EXERCISE DATE") A = the Fair Market Value closing price per share of one Parent Common Stock as reported by The Nasdaq National Market, rounded to the fourth decimal place as of the applicable Exercise Share purchasable under the Warrant (at the date Date of a share of Parent Common Stock constituting such exercise) Assumed Purchase Right Shares B = the exercise price in effect as of the applicable Exercise Price (as adjusted to the date Date of a share of Parent Common Stock constituting such exercise) The Company acknowledges that the provisions Assumed Purchase Right Shares For purposes of this Section 2.2 are intended2(e), in part, to ensure that a full the "Exercise Price" for all or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request any portion of the HolderAssumed Purchase Right Shares held by a Purchaser shall equal (a) the Assumed Preferred Stock Purchase Price, multiplied by (b) the Company will accept reasonable modifications number of Assumed Purchase Right Shares payable in respect of the number of shares of Parent Common Stock for which the Assumed Preferred Stock Purchase Right is being exercised. The Purchaser may elect to make payment of all or any portion of such aggregate Exercise Price pursuant to, and in the exchange procedures provided for manner set forth in this Section in order 2.1(e) by submitting to accomplish Genzyme after the Effective Time at its principal office a notice of such intent. For the avoidance of doubtnet issue exercise, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.which is attached hereto as EXHIBIT C.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 5, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Common Stock computed using the following formula: Y (A - B) X = Y * (A-B) Where --------- A Where: X = the The number of Exercise Shares shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder6, the Company will accept reasonable modifications to fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than and so long as (i) the Exercise Price Shares are traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or are quoted on the National Market System or the Small Cap Market, and (at ii) the date Holder is the Air Transportation Stabilization Board or any government agency or instrumentality (or the Bureau of calculation as set forth belowPublic Debt) of the United States (each a "U.S. GOVERNMENT HOLDER"), then in lieu of exercising this Warrant by payment of cash, check or cancellation of indebtedness, the U.S. Government Holder may elect (the "CONVERSION RIGHT") to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) if the Market Price of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the U.S. Government Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) ------- A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercisecalculation) A = the Market Price of one Exercise Share (at the date of such calculation) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation) The Company shall pay all reasonable administrative costs incurred by the U.S. Government Holder in connection with the exercise of the Conversion Right by the U.S. Government Holder pursuant to this Section 2.2. Unless indicated otherwise in writing by the U.S. Government Holder, this Warrant shall automatically be exercised on December 30, 2008, by the U.S. Government Holder hereof pursuant to this Section 2.2 hereof if the Fair Market Value of one Exercise Share purchasable under is greater than the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of per share on such exercise) date. The Company acknowledges that shall take all actions and execute and deliver all documents necessary to effect the provisions of this Section 2.2 are intendedforegoing, in part, and the U.S. Government Holder shall be entitled to ensure that a full or partial exchange of receive Exercise Shares as if such U.S. Government Holder had exercised this Warrant pursuant to this Section 2.2 will qualify as a conversion, within for the meaning full number of paragraph (d)(3)(iii) of Rule 144 Exercise Shares purchasable under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2on such date.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Warrant Shares computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended5, the fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market or the Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending one day prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in partgood faith by the Board of Directors of the Company; provided, however, the Holder covenants and agrees that at least 30 days prior to ensure that effecting a full or partial exchange of this Warrant net exercise pursuant to this Section 2.2 5, it will qualify as a conversion, within the meaning provide written notice of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, same to the Company and that it will accept reasonable modifications make itself reasonably available to review any proposals submitted by the exchange procedures Company during such period in an effort to reach an agreement by which the Holder would effect a cash exercise for the full number of Warrant Shares in lieu of effecting a net exercise; provided for further, however, that (i) any proposal may be rejected by the Holder in this Section in order to accomplish such intent. For the avoidance of doubt, the its sole discretion and (ii) Holder shall not be required to pay give such notice or review proposals if doing so would limit Holder's rights, in any cash upon material respect, to resale the Warrant Shares under any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to available registration statement or if Holder notifies the exercise of this Warrant shall Company that reviewing proposals would be deemed to include a reference to the exchange of this Warrant unproductive because Holder has no funds available for Exercise Shares in accordance with the terms of this Section 2.2such an investment.

Net Exercise. Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than and so long as (i) the Exercise Price Shares are traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or are quoted on the National Market System or the Small Cap Market, and (at ii) the date Holder is the Air Transportation Stabilization Board or any government agency or instrumentality (or the Bureau of calculation as set forth belowPublic Debt) of the United States (each a "U.S. GOVERNMENT HOLDER"), then in lieu of exercising this Warrant by payment of cash, check or cancellation of indebtedness, the U.S. Government Holder may elect (the "CONVERSION RIGHT") to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) if the Market Price of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the U.S. Government Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) ------- A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercisecalculation) A = the Market Price of one Exercise Share (at the date of such calculation) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation) The Company shall pay all reasonable administrative costs incurred by the U.S. Government Holder in connection with the exercise of the Conversion Right by the U.S. Government Holder pursuant to this Section 2.2. Unless indicated otherwise in writing by the U.S. Government Holder, this Warrant shall automatically be exercised on March 29, 2005, by the U.S. Government Holder hereof pursuant to this Section 2.2 hereof if the Fair Market Value of one Exercise Share purchasable under is greater than the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of per share on such exercise) date. The Company acknowledges that shall take all actions and execute and deliver all documents necessary to effect the provisions of this Section 2.2 are intendedforegoing, in part, and the U.S. Government Holder shall be entitled to ensure that a full or partial exchange of receive Exercise Shares as if such U.S. Government Holder had exercised this Warrant pursuant to this Section 2.2 will qualify as a conversion, within for the meaning full number of paragraph (d)(3)(iii) of Rule 144 Exercise Shares purchasable under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2on such date.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the The Exercise Price (also may be paid at the date Holder’s election by surrender of calculation as set forth below), in lieu all or a portion of exercising this the Warrant by payment of cash, the Holder may elect for Warrant Shares to receive shares equal to the value (as determined below) of be exercised under this Warrant (or “Net Exercise”). If the portion thereof being canceled) by surrender of this Warrant at Holder elects the principal office of Net Exercise method, the Company together will issue Warrant Shares in accordance with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (AY(A-B) Where A X = the number of Exercise Warrant Shares to be issued to upon the Holder Net Exercise of the Warrant Y = the number of Exercise Warrant Shares purchasable under to be surrendered A = the Warrant or, if only a portion fair market value of the Warrant is being exercised, the portion one (1) share of the Warrant being exercised (at Common Stock on the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. B = the Exercise Price For all purposes of this Warrant the above calculation, fair market value of Common Stock shall mean the following (other than this Section 2)“Fair Market Value”): (i) if the exercise is in connection with an Initial Public Offering of the Company’s Common Stock, any reference herein and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering; (ii) if the exercise of this Warrant is not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a five (5) day period ending three days before the day the fair market value of the Common Stock is being determined; or (B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the principal market on which or through which the Common Stock is traded over the five (5) day period ending three days before the day the fair market value of the Common Stock is being determined; or (iii) if at any time the Common Stock is not listed on any securities exchange or traded in the over-the-counter market, the fair market value of the Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (other than an employee, director or “Affiliate” of the Company, as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) for Common Stock sold by the Company, as determined in good faith by its Board of Directors; or (iv) if property in addition to or in substitution for Common Stock shall be issuable upon exercise of the Warrant, the fair market value of such property (to the extent such property does not include a reference to security, in which case fair market value shall be calculated as provided in Section 1(c)(i) - (iii) above) shall be determined in good faith by the exchange Company’s Board of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Directors.

Net Exercise. Notwithstanding any provisions herein If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the contraryRegistration Statement, if as defined in the Fair Market Value Purchase Agreement, and the fair market value of one Exercise Share issuable hereunder share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashcash or by check, or by cancellation of indebtedness, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the “fair market value” of one share of Common Stock shall mean (i) the average of the closing sales prices for the shares of Common Stock on the Nasdaq National Market or other trading market where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company will accept reasonable modifications and reasonably acceptable to the exchange procedures provided Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for in this Section in order to accomplish the 10 consecutive trading days immediately preceding such intent. For date, or (ii) if the avoidance Nasdaq National Market is not the principal trading market for the shares of doubtCommon Stock, the Holder shall average of the reported sales prices reported by Bloomberg on the principal trading market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be required to pay calculated as of such date on any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes the foregoing bases, the fair market value shall be as determined by the Board of this Warrant (other than this Section 2), any reference herein to Directors of the Company in the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2its good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, ------------ the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Preferred Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Preferred Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended5, in partthe fair market value of one share of Preferred Stock (or, to ensure that the extent all such Preferred Stock has been converted into the Company's Common Stock) as of a full particular date shall be determined as follows: (i) if traded on a securities exchange or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within through the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderNasdaq National Market, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Company's first underwritten public offering of common stock (the "IPO"), the value will be the initial "Price to Public" of one share of such Preferred Stock (or Common Stock issuable upon conversion of such Preferred Stock) specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant share of Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that For purposes of the provisions above calculation, the fair market value of one share of Common Stock prior to an IPO shall be determined by the Company’s Board of Directors in good faith and following an IPO shall be determined based on the closing price of the Common Stock on the trading day preceding the exercise of this Section 2.2 are intendedWarrant; provided, however, that in part, to ensure the event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as in connection with (x) an IPO, the fair market value per share shall be the per share offering price to the public in the IPO and (y) a conversionSale Transaction, within the meaning of paragraph (d)(3)(iii) of Rule 144 under fair market value per shares shall be the Securities Act. At the request price being paid in such Sale Transaction for securities of the Holder, same class as the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Shares.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect (the “Conversion Right”) to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be: (a) the average daily Market Price (as defined below) during the period of the most recent 10 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading (provided a class of Common Stock is then listed or admitted to trading on any national securities exchange, the Nasdaq National Market System (the “National Market System”) or quoted in the over-counter market); or (b) if no class of Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. The Company acknowledges definition of “Market Price” shall be as follows: (a) If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System, the “Market Price” as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System; (b) If the Common Stock is not so listed or admitted to unlisted trading privileges, the “Market Price” as of a specified day shall be the mean of the last bid and asked prices reported on such date (w) by the Nasdaq or (x) if reports are unavailable under clause (w) above by the National Quotation Bureau Incorporated; or (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not applicable, the Market Price as of a specified day shall be determined in good faith by the Board of Directors of the Company; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversionin connection with the Company’s initial public offering of its Common Stock, within the meaning of paragraph (d)(3)(iii) of Rule 144 under fair market value per share shall be the Securities Act. At per share offering price to the request public of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Company’s initial public offering.

Net Exercise. (a) Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), then in lieu of exercising this Warrant by payment of cash, check or surrendered Class B Limited Partnership Interest, the Holder may elect (the "Conversion Right") to receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company Issuer together with the properly endorsed Notice of Exercise in which event the Company Issuer shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares to be issued to the Holder issued. Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercise) calculation). A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) calculation). B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such exercise) calculation). The Company acknowledges that shall pay all reasonable administrative costs incurred by the provisions Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2 are intended2.2. (b) Unless indicated otherwise in writing by the Holder, in part, to ensure that a full or partial exchange of this Warrant shall automatically be exercised on the last day of the Exercise Period by the Holder hereof pursuant to Section 2.2(a) hereof for Common Shares if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Issuer shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date. (c) This Warrant may not be exercised pursuant to this Section 2.2 will qualify for amounts that would result in an aggregate Exercise Price (i.e., the product of Y and B as a conversion, within denoted in the meaning of paragraph (d)(3)(iiiformula set forth under Section 2.2(a) hereof) of Rule 144 under less than $10 million or, if the Securities Act. At Holder owns a Warrant that if exercised in full would result in an aggregate Exercise Price of less than $10 million, for less than the request of entire Warrant; provided, however, that the Holder, the Company will accept reasonable modifications to the exchange procedures provided for preceding sentence in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder 2.2(c) shall not be required apply to pay any cash upon any an automatic exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.22.2(b) hereof.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Company’s Common Stock is greater than the Exercise Price applicable exercise price (at the date of calculation as set forth belowbelow)(the “Exercise Price”), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the Company will accept reasonable modifications to fair market value of one share of Common Stock shall be: (i) if the Company’s Common Stock is listed on any established stock exchange procedures provided for in this Section in order to accomplish such intent. For or a national market system, including without limitation the avoidance Nasdaq National Market or the Nasdaq SmallCap Market of doubtThe Nasdaq Stock Market, the Holder closing sales price of the Company’s Common Stock (or the closing bid, if no sales were reported) as quoted by on such exchange or system (as reported in The Wall Street Journal or such other source as the Company shall reasonably deem reliable) on the day the Warrant and Notice of Exercise (complying with the requirements above) are received by the Company; or (ii) if there shall not at the time of exercise be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2)an established market for the Company’s Common Stock, any reference herein to the exercise of this Warrant fair market value shall be deemed to include a reference to as determined by the exchange of this Warrant for Exercise Shares Company in accordance with the terms of this Section 2.2good faith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: X = Y * (AY(A-B) Where ------ X = the A Where: X = The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the closing price of the securities on such exchange on the date of the exercise of the Warrants; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of this Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder (1) share of the Warrant Shares is greater than the Exercise Price (at the date of calculation as set forth below), ) in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Warrant Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Warrant Shares to be issued to the Holder Y = the number of Exercise Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under (1) share of the Warrant Shares (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one (1) share of the Warrant Shares shall be determined by the Company’s Board of Directors in good faith, provided, however, that: in the event that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) of Rule 144 under the Securities Act. At per share offering price to the request public of the HolderCompany’s initial public offering, and (ii) the Company will accept reasonable modifications to number of shares of Common Stock into which each Warrant Share is convertible at the exchange procedures provided for time of such exercise; in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of event that this Warrant is exercised pursuant to this Section 2.2. For all purposes 2.1 while the Company’s Common Stock is publicly traded, the fair market value per share shall be the closing price of the Company’s Common Stock as quoted by NASDAQ or listed on any exchange, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of the Holder’s election hereunder; or in the event that this Warrant is exercised in connection with a Corporate Event or Qualified Corporate Event (other than this such as defined in Section 27), any reference herein then the fair market value of one (1) Warrant Share shall be equal to the exercise per share price paid to the Company’s stockholders for each Warrant Share in such Corporate Event or Qualified Corporate Event (the “Merger Payment”). In the event that such Merger Payment includes any earn-outs, deferred payments or similar future contingent payments (the “Future Payments”), the value of this Warrant such Future Payments for the purpose of calculating the Merger Payment shall be deemed to include a reference to determined in good faith by the exchange Company’s Board of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Directors.

Net Exercise. Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than and so long as (i) the Exercise Price Shares are traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or are quoted on the National Market System or the Small Cap Market, and (at ii) the date Holder is the Air Transportation Stabilization Board or any government agency or instrumentality (or the Bureau of calculation as set forth belowPublic Debt) of the United States (each a "U.S. GOVERNMENT HOLDER"), then in lieu of exercising this Warrant by payment of cash, check or cancellation of indebtedness, the U.S. Government Holder may elect (the "CONVERSION RIGHT") to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) if the Market Price of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the U.S. Government Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) ------- A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercisecalculation) A = the Market Price of one Exercise Share (at the date of such calculation) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation) The Company shall pay all reasonable administrative costs incurred by the U.S. Government Holder in connection with the exercise of the Conversion Right by the U.S. Government Holder pursuant to this Section 2.2. Unless indicated otherwise in writing by the U.S. Government Holder, this Warrant shall automatically be exercised on August 23, 2004, by the U.S. Government Holder hereof pursuant to this Section 2.2 hereof if the Fair Market Value of one Exercise Share purchasable under is greater than the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of per share on such exercise) date. The Company acknowledges that shall take all actions and execute and deliver all documents necessary to effect the provisions of this Section 2.2 are intendedforegoing, in part, and the U.S. Government Holder shall be entitled to ensure that a full or partial exchange of receive Exercise Shares as if such U.S. Government Holder had exercised this Warrant pursuant to this Section 2.2 will qualify as a conversion, within for the meaning full number of paragraph (d)(3)(iii) of Rule 144 Exercise Shares purchasable under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2on such date.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share share of the Company’s Common Stock issuable hereunder is PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share share of the Company’s Common Stock purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that For purposes of the provisions above calculation, the fair market value per share of this Section 2.2 are intendedCommon Stock shall be the average of the closing prices of the Common Stock, in part, to ensure that a full or partial on the securities exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under on which such Common Stock is traded following the Securities Act of 1933, as amended (the “Act. At ”) (the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2“Initial Public Offering”), any reference herein for five trading days immediately prior to the exercise date. If the Common Stock is not then traded on a securities exchange, then the fair market value per share of this Warrant Common Stock shall be deemed to include a reference to determined in good faith by the exchange Company’s Board of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Directors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: Y(A - B) -------- X = Y * (A-B) Where A Where: X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the closing price of the securities on such exchange on the date of the exercise of the Warrants; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of this Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Exercise Share issuable hereunder Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of shares of Exercise Shares to be issued to the Holder Y = the number of shares of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one share of the Exercise Share purchasable under the Warrant Shares (at the date of such exercisecalculation) B = the Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the Company will accept reasonable modifications to fair market value of one share of Exercise Shares shall be: (1) if the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtCommon Stock is quoted on The Nasdaq Capital Market or is traded on a securities exchange, the Holder shall not be required to pay any cash upon any exercise fair market value of this a Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Share shall be deemed to include a reference be the last reported sale price and, if there are no sales, the last reported bid price, of the Common Stock on the business day prior to the exchange date of this exercise; or (2) if clause (1) immediately above is not applicable, the fair market value of a Warrant Share shall be determined in reasonable good faith by the Board of Directors (using reasonable, generally accepted valuation techniques for Exercise Shares companies in accordance the Company’s industry, taking into account recent equity financing activities and/or significant transactions involving the Company’s equity, as applicable); provided, that, the Company shall give the Holder prompt written notice thereof following any such determination, together with the terms of this Section 2.2reasonable data and documentation to support such determination.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Warrant Shares computed using the following formula: Y (A - B) X = Y * (A-B) Where A Where: X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this Warrant for Exercise Shares the closing bid and offer prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in accordance with good faith by the terms Board of this Section 2.2Directors of the Company.

Net Exercise. Notwithstanding any provisions herein to If during the contraryExercise Period, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashcash or by check, or by cancellation of indebtedness, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the “fair market value” of one share of Common Stock shall mean (i) the average of the closing sales prices for the shares of Common Stock on the Nasdaq Global Market or other trading market where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company will accept reasonable modifications and reasonably acceptable to the exchange procedures provided Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for in this Section in order to accomplish the 10 consecutive trading days immediately preceding such intent. For date, or (ii) if the avoidance Nasdaq Global Market is not the principal trading market for the shares of doubtCommon Stock, the Holder shall average of the reported sales prices reported by Bloomberg on the principal trading market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be required to pay calculated as of such date on any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes the foregoing bases, the fair market value shall be as determined by the Board of this Warrant (other than this Section 2), any reference herein to Directors of the Company in the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2its good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Exercise Share issuable hereunder Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Series E Preferred computed using the following formula: X = Y * (A-B) ------- A Where X = the number of shares of Exercise Shares to be issued to the Holder Y = the number of shares of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one share of the Company's Exercise Share purchasable under Shares on the Warrant (at the date of such exercise) Exercise Date B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of Exercise Shares shall be determined by the Company's Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion, within (A) after the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderCompany's initial public offering, the Company will accept reasonable modifications to fair market value on the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Exercise Date shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.closing

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder the Common Stock is greater than the Exercise Price (at as the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to exercise this Warrant through a net exercise as provided in this Section. In such event, the Holder shall receive shares equal to the net value (as determined below) of the Shares subject to this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise subscription form in which event the form attached hereto executed by the Holder (as provided in Section 2 above), and the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares then purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercisecalculation) A = the Fair Market Value of one Exercise Share purchasable under the Warrant Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such calculation) Upon any such exercise) The Company acknowledges that the provisions , if a balance of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holderpurchasable shares remains after such exercise, the Company will accept reasonable modifications shall execute and deliver to the Holder hereof a new Warrant for such balance of shares. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange procedures provided for shall be issued, and the Company shall in this Section in order lieu thereof make payment to accomplish such intent. For the avoidance of doubt, the Holder shall not be required hereof of cash in the amount of such fraction multiplied by the Fair Market Value of Common Stock. Any tax liability related to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant such transaction shall be deemed to include a reference to paid by the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Holder.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender delivery of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Preferred Stock computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under for which the Holder has elected to exercise this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price in effect (as adjusted to the date of such exercise) The Company acknowledges For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s board of directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify 2.1 in connection with the Company’s initial public offering of its Common Stock, the fair market value per Exercise 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 Preferred Stock is convertible at the time of such exercise. In the event the Company consummates an initial public offering during the Exercise Period, immediately prior to the closing of the Company’s initial public offering, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares issuable under this Warrant would then be convertible, so long as a conversionsuch shares, within if such Exercise Shares had been exercised prior to such offering, would have been converted into shares of the meaning of paragraph Company’s Common Stock pursuant to the automatic conversion provisions (d)(3)(iiior otherwise) of Rule 144 under the Securities ActCompany’s Amended and Restated Certificate of Incorporation. At In the request event this Warrant remains unexercised in whole or in part at the expiration of the Holder, Exercise Period and the Company will accept reasonable modifications to fair market value of one Exercise Share is greater than the exchange procedures provided for in this Section in order to accomplish Exercise Price (at such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2time), any reference herein to the exercise of this Warrant shall be deemed to include a reference be exercised automatically to the exchange of this Warrant extent then exercisable for Exercise Shares in accordance with pursuant to the terms provisions of this Section 2.22.1, without any further action on behalf of the Holder or the Company, immediately prior to the expiration of the Exercise Period.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, ------------ the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Common Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the closing price of the securities on such exchange on the trading day immediately preceding the date of delivery of the Notice of Exercise (it being understood that the original Warrant may be surrendered on the subsequent day if such original Warrant is provided to an overnight courier service (eg, Federal Express) on the exchange date of this delivery of such Notice); (ii) if traded over- the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) on the trading day immediately preceding the date of delivery of the Notice of Exercise (it being understood that the original Warrant may be surrendered on the subsequent day if such original Warrant is provided to an overnight courier service (eg, Federal Express) on the date of delivery of such Notice); and (iii) if there is no public market for Exercise Shares the Common Stock, the value shall be the fair market value thereof, as determined in accordance good faith by the Board of Directors of the Company. Notwithstanding the foregoing, if the Warrant is being exercised upon the closing of the Company's initial underwritten public offering of common stock (the "IPO"), the value will be the initial "Price to Public" of one share of such Common Stock specified in the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cashthe Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or before the Holder may elect expiration of the Exercise Period, to receive shares equal to the value (as determined below) of surrender this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a and receive that number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Holder. Y = the number of shares of Common Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant). A = the NYSE closing price on the last Trading Day prior to exercise of this Warrant. B = the Exercise Shares purchasable Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the Warrant orcontrary contained in this Warrant, if only as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted in full pursuant to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended6, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash and upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise surrender of this Warrant shall be deemed entitled to include receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a reference to the exchange of this Warrant positive number for Exercise Shares in accordance with the terms of this Section 2.2“X”.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cashthe Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or before the Holder may elect expiration of the Exercise Period, to receive shares equal to the value (as determined below) of surrender this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a and receive that number of Exercise Shares shares of Common Stock computed using the following formula: Y(A - B) X = Y * (A-B) Where --------------- Where: X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Holder. Y = the number of shares of Common Stock that Xxxxxx would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant). A = the NYSE closing price on the last Trading Day prior to exercise of this Warrant. B = the Exercise Shares purchasable Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the Warrant orcontrary contained in this Warrant, if only as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted in full pursuant to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended6, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash and upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise surrender of this Warrant shall be deemed entitled to include receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a reference to the exchange of this Warrant positive number for Exercise Shares in accordance with the terms of this Section 2.2“X”.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the that portion of the this Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The For purposes of the above calculation, if the Company’s Common Stock is traded in a public market, the fair market value per share shall be the product of (i) the average of the closing prices of a share of Common Stock reported for the five business days immediately before Holder delivers its Notice of Exercise to the Company acknowledges and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) of Rule 144 under the Securities Act. At per share offering price to the request public of the HolderCompany’s initial public offering, and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise. If the Company’s Common Stock is not traded in a public market, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance fair market value of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant one Exercise Share shall be deemed to include a reference to determined by the exchange Company’s Board of this Warrant for Exercise Shares Directors in accordance with the terms of this Section 2.2good faith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to ------------ Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Preferred Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Preferred Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended5, in partthe fair market value of one share of Preferred Stock (or, to ensure that the extent all such Preferred Stock has been converted into the Company's Common Stock) as of a full particular date shall be determined as follows: (i) if traded on a securities exchange or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within through the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderNasdaq Stock Market, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Preferred Stock (or of the aggregate number of shares of Common Stock issuable upon conversion of such Preferred Stock) specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contraryforegoing, if the Fair Market Value of one Holder submits an Exercise Share issuable hereunder is greater than the Exercise Price (Notice at any time following the date that is one year after the Issuance Date, and at such time an effective Registration Statement is not available for the resale of calculation as set forth below), in lieu all of exercising this the Warrant by payment of cashShares issuable hereunder, the Holder may elect to receive shares equal pay the Exercise Price in either cash or pursuant to a cashless exercise (a “Cashless Exercise”), as hereinafter provided, or, at the election of Holder, a combination thereof. The Holder may effect a Cashless Exercise by (i) delivery of an Exercise Notice noting that the Holder wishes to effect a Cashless Exercise and (ii) the surrender to the value (Company, on or as determined below) soon as practicable following the date the Holder delivers the Exercise Notice to the Company, of this Warrant (or an indemnification undertaking with respect to this Warrant in the portion thereof being canceledcase of its loss, theft or destruction), upon which the Company shall (X) by surrender issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of the holder of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = or its designee, for the number of Exercise shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, upon the request of the holder, credit such aggregate number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise to the holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The number of Warrant Shares to be issued to the Holder pursuant to a Cashless Exercise shall be determined as follows: X = Y x (A-B)/A where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of Exercise Warrant Shares purchasable under the Warrant or, if only a portion of the with respect to which this Warrant is being exercised, ; A = the portion fair market value of the Warrant being exercised (one share of Common Stock at the date of such exercise) A ; and B = the Fair Market Value Exercise Price. For purposes of this Section 2(b), the fair market value of one Exercise Share purchasable under share of Common Stock shall be determined in good faith by the Warrant Company’s Board of Directors; provided, however, that if the Company’s Common Stock is traded on a national exchange or over-the-counter market, the fair market value per share shall be the cumulative twenty (at 20) – day Volume Weighted Average Price (“VWAP”) of the Common Stock for the twenty trading days immediately preceding (but not including) the date of exercise, calculated by adding up the dollars traded on such exercisenational exchange or over-the-counter market for every transaction during the twenty (20) B = Exercise Price – day period (as adjusted to price times shares traded) and then dividing by the date of total shares traded on such exercisenational exchange or over-the-counter market for the twenty (20) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2– day period.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by with payment of cash, check or wire transfer or by cancellation of indebtedness as provided in Section 3.1, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event elect to receive the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the that portion of the this Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith: provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion, within in connection with: (a) an initial public offering of securities of the meaning of paragraph (d)(3)(iii) of Rule 144 Company registered under the Securities Act. At Act (an “IPO”), including, without limitation, the request initial listing of securities of the HolderCompany on the Nasdaq Stock Market, New York Stock Exchange, or another exchange or marketplace approved by the Company’s Board of Directors, without a related underwritten offering of such securities (the “Direct Listing”), the Company will accept reasonable modifications fair market value per share shall be (x) the per share offering price to the exchange procedures provided for in this Section in order to accomplish such intent. For public of the avoidance of doubtCompany’s initial public offering, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant or (other than this Section 2), any reference herein y) with respect to the exercise Direct Listing, as determined in good faith by the Company’s Board of this Warrant shall be deemed to include a reference to Directors, provided that, if the exchange of this Warrant for Exercise Shares Direct Listing is effectuated in accordance connection with the terms consummation of this Section 2.2.an acquisition by the Company, directly or indirectly through a subsidiary, of all or substantially all of the assets, or a majority of the ordinary shares or other voting securities (whether by way of merger, consolidation, amalgamation, or otherwise) of, Target or any successor thereto, which acquisition has been approved by the

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Exercise Share issuable hereunder is greater than the Exercise Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Restated Warrant by payment of cash, the Holder may elect to receive shares Shares equal to the value (as determined below) of this Restated Warrant (or the portion thereof being canceled) by surrender of this Restated Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Restated Warrant or, if only a portion of the Restated Warrant is being exercised, the portion of the Restated Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise the Warrant Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant Restated Warrant, the fair market value of one Share (other than this Section 2)the "Fair Market Value") shall mean, any reference herein with respect to each such Share, (A) if the exercise is in connection with an initial public offering of the Company's Common Stock, and if the Company's registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the Fair Market Value shall be the product of (x) the initial "Price to Public" per share specified in the final prospectus with respect to the exercise offering and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible at the date of calculation; (B) if this Restated Warrant is exercised after, and not in connection with, the initial public offering of the Company's Common Stock, and if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: (1) if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the Fair Market Value shall be deemed to include a reference be the product of (x) the average of the closing prices over the 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible on such date; or (2) if the Company's Common Stock is actively traded over-the-counter, the Fair Market Value shall be deemed to be the exchange product of this Warrant for Exercise Shares (x) the average of the closing bid or sales price (whichever is applicable) over the 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible on such date; or (C) if neither (A) nor (B) is applicable, the Fair Market Value of such share shall be determined by the Company's Board of Directors in accordance with the terms of this Section 2.2good faith.

Net Exercise. Notwithstanding any provisions herein This Warrant may be exercised, subject to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as limitations set forth below)in Section 3(a) above, in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) through a cashless exchange by delivery and surrender of this Warrant at the principal office of the Company together with the properly endorsed a Notice of Exercise in which event the Company duly executed. In such event, Holder shall issue to the Holder a receive that number of Exercise Shares shares of Common Stock (or other securities to which Holder is entitled pursuant to Section 11 hereof) (the “Warrant Stock”) in exchange for the Warrant, or portion thereof, computed using the following formula: X = Y * (A-A - B) Where where: X = the number of Exercise Shares shares of Warrant Stock to be issued to the Holder Holder; Y = the number of Exercise Shares purchasable shares of Warrant Stock requested to be exercised under this Warrant; A = the Warrant or, if only a portion Market Value (as defined below) of one (1) share of the Warrant is being exercised, the portion of the Warrant being exercised (at Stock on the date of such exercise) A ; and B = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted pursuant to the terms of this Warrant). For purposes hereof, the “Market Value” of the Warrant Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Market Value shall be deemed to be the volume weighted average trading price of the Warrant Stock on such exchange for the five (5) trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holderday, the Company will accept reasonable modifications last date on which any such sales took place prior to the exchange procedures provided for in this Section in order to accomplish such intent. For date of exercise); and (ii) if traded over-the-counter only and not on the avoidance of doubtNasdaq Stock Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Market Value shall be deemed to include a reference be the average of the closing bid and asked prices over the five (5) trading days immediately prior to the exchange date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such day, the last date on which any such sales took place prior to the date of exercise). If the Warrant Stock is not traded on the over-the-counter market or through the Nasdaq Stock Market or on an exchange, this Warrant may be exercised by the Holder through a cashless exchange as described above but the Market Value per share of Warrant Stock shall be the price per share of Warrant Stock that the Company could obtain from a willing buyer for Exercise Shares Warrant Stock sold by the Company as such price shall be determined in accordance with good faith by the terms Company’s Board of this Section 2.2Directors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if during the Fair Market Value Exercise Period the fair market value of one Exercise Share issuable hereunder share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashcash or by check, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = Y= the number of Exercise Shares shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised canceled (at the date of such exercisecalculation) A = A= the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company's Common Stock (at the date of such exercisecalculation) B = B= the Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the "fair market value" of one share of Common Stock shall mean (i) the average of the closing sales prices for the shares of Common Stock on the Nasdaq National Market or other trading market where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company will accept reasonable modifications and reasonably acceptable to the exchange procedures provided Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, "Bloomberg") for in this Section in order to accomplish the 10 consecutive trading days immediately preceding such intent. For date, (ii) if the avoidance Nasdaq National Market is not the principal trading market for the shares of doubtCommon Stock, the Holder shall average of the reported sales prices reported by Bloomberg on the principal trading market for the Common Stock during the same period or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg or, if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be required to pay calculated as of such date on any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes the foregoing bases, the fair market value shall be as determined by the Board of this Warrant (other than this Section 2), any reference herein to Directors of the Company in the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2its good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share share of Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares of Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue or cause to be issued to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares shares of Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share share of Stock purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the Company will accept reasonable modifications fair market value of one share of Stock shall be: (i) If exercised in connection with a public offering, the fair market value of the Stock shall be the offering price to the exchange procedures provided for public in this Section in order to accomplish such intent. For connection with the avoidance of doubtpublic offering; (ii) If traded on a securities exchange, the Holder shall not be required to pay any cash upon any exercise fair market value of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Stock shall be deemed to include a reference be the average of the closing prices of the Stock on such exchange over the five trading days immediately prior to exercise date; and (iii) If there is no public market for the exchange Stock, the fair market value shall be the price per share of this Warrant for Exercise Shares Stock as determined in accordance with good faith by the terms Company’s Board of this Section 2.2Directors and all holders of the Warrants then outstanding.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of Exercise Warrant Shares computed using the following formula: X = Y * (A-A - B) Where X --------- X= A Where:X = the The number of Exercise Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (Share at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the closing price of the securities on such exchange on the date of the exercise of the Warrants; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the exchange net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of this Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrarySection 1(a) above, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of Common Stock is greater than the Exercise Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company together with the properly endorsed Notice of Exercise Company, in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where X = X= the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant share of Common Stock (at the date of such exercisecalculation) B = Exercise Warrant Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that For purposes of the provisions above calculation, the fair market value of this Section 2.2 are intendedone share of Common Stock shall be determined as follows: (i) If the Common Stock, in part, to ensure that a full or partial exchange at the time of this Warrant exercise pursuant to this Section 2.2 will qualify as a conversion1(b), within is listed on the meaning (a) Nasdaq Stock Market or other national securities exchange, the fair market value per share shall be the average closing price over the five (5) trading days prior to the date of paragraph determination of fair market value according to the closing prices published in The Wall Street Journal with respect to such period or (d)(3)(iiib) of Rule 144 under OTC Bulletin Board, the Securities Act. At fair market value per share shall be the request average of the Holderclosing bid and asked prices quoted in the Over-The-Counter Market Summary over the five (5) trading days prior to the date of determination of fair market value. (ii) Otherwise, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance fair market value of doubt, the Holder shall not be required to pay any cash upon any exercise one share of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant Common Stock shall be deemed to include a reference to determined by the exchange Company’s Board of this Warrant for Exercise Shares Directors in accordance with the terms of this Section 2.2good faith.

Net Exercise. Notwithstanding any provisions herein to If during the contraryExercise Period (a) a registration statement covering the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”), if or an exemption from registration, is not available for the issuance and resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion or (b) the Fair Market Value (as defined below) of one Exercise Share issuable hereunder share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashcash or by check, the Holder may elect effect a “net exercise” of this Warrant in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, in which event, if so effected, the Holder shall receive shares Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender delivery of this Warrant the properly endorsed Notice of Exercise at the principal office of the Company together with the properly endorsed Notice of Exercise Company, in which event the Company shall issue to the Holder a number of Exercise Shares shares of the Common Stock computed using the following formula: formula (a “Net Exercise”): X = Y * (AY(A-B) Where X = the number of Exercise Warrant Shares to be issued to the Holder Holder. Y = the number of Exercise Warrant Shares purchasable under the Warrant or, if only a portion of the with respect to which this Warrant is being exercised, exercised (which shall include both the number of Warrant Shares issued to the Holder and the number of Warrant Shares subject to the portion of the Warrant being exercised cancelled in payment of the Exercise Price). A = the Fair Market Value (as defined below) of one share of the Common Stock (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) calculation). B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2calculation), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Exercise Share issuable hereunder Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Series E Preferred computed using the following formula: X = Y * (A-B) ------- A Where X = the number of shares of Exercise Shares to be issued to the Holder Y = the number of shares of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one share of the Company's Exercise Share purchasable under Shares on the Warrant (at the date of such exercise) Exercise Date B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of Exercise Shares shall be determined by the Company's Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion(A) after the Company's initial public offering, within the meaning of paragraph (d)(3)(iii) of Rule 144 under fair market value on the Securities Act. At Exercise Date shall be the request closing price of the HolderCompany's Common Stock on the market on which it is traded and (B) on the date of the Company's initial public offering and the notice of exercise was received prior to such date with a specification that such exercise be effective upon the initial public offering, then the fair market value of one share of Exercise Share shall be the per share offering price to the public of the Company's initial public offering. Thus, if this Warrant is exercised in connection with the Company's initial public offering of its Common Stock as provided in (B) above, the Company will accept reasonable modifications fair market value per share of Exercise Shares shall be the product of (i) the per share offering price to the exchange procedures provided for in this Section in order to accomplish public of the Company's initial public offering and (ii) the number of shares of Common Stock into which each share of Series E Preferred is then convertible at the time of such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashas set forth in Section 3 above, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal primary office of the Company Company, together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a that number of Exercise Shares shares of Common Stock computed using the following formula: X CS = Y * WCS x (ACMP-BWP) Where X = Where: CS equals the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = WCS equals the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (exercised, at the date of such exercisecalculation CMP equals the Current Market Price (as defined below) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = calculation WP equals the Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holdercalculation As used herein, the Company will accept reasonable modifications “Current Market Price” of Common Stock shall mean with respect to each share of Common Stock: (a) if the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtCommon Stock is traded on a national securities exchange, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant fair market value shall be deemed to include be the average of the closing prices over a reference twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock is being determined; or (b) if the Common Stock is not listed on a national securities exchange but is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock is being determined; (c) if at any time the Common Stock is not listed on any national securities exchange or actively traded in the over-the-counter market, the current fair market value of this Warrant Common Stock shall be the price per share which the Company could obtain from a willing buyer (not a current employee or director) for Exercise Shares shares of Common Stock sold by the Company, for authorized but unissued shares, as determined in accordance with good faith by the terms Board, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the holders of this Section 2.2Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock at the time of such merger, acquisition or other consolidation shall be deemed to be the value of the securities and other property received by the holders of the Common Stock per share of Common Stock pursuant to such merger, acquisition or other consolidation.

Net Exercise. Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than and so long as (i) the Exercise Price Shares are traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or are quoted on the National Market System or the Small Cap Market, and (at ii) the date Holder is the Air Transportation Stabilization Board or any government agency or instrumentality (or the Bureau of calculation as set forth belowPublic Debt) of the United States (each a "U.S. GOVERNMENT HOLDER"), then in lieu of exercising this Warrant by payment of cash, check or cancellation of indebtedness, the U.S. Government Holder may elect (the "CONVERSION RIGHT") to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) if the Market Price of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the U.S. Government Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) ------- A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised (at the date of such exercisecalculation) A = the Market Price of one Exercise Share (at the date of such calculation) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation) The Company shall pay all reasonable administrative costs incurred by the U.S. Government Holder in connection with the exercise of the Conversion Right by the U.S. Government Holder pursuant to this Section 2.2. Unless indicated otherwise in writing by the U.S. Government Holder, this Warrant shall automatically be exercised on December 30, 2009, by the U.S. Government Holder hereof pursuant to this Section 2.2 hereof if the Fair Market Value of one Exercise Share purchasable under is greater than the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of per share on such exercise) date. The Company acknowledges that shall take all actions and execute and deliver all documents necessary to effect the provisions of this Section 2.2 are intendedforegoing, in part, and the U.S. Government Holder shall be entitled to ensure that a full or partial exchange of receive Exercise Shares as if such U.S. Government Holder had exercised this Warrant pursuant to this Section 2.2 will qualify as a conversion, within for the meaning full number of paragraph (d)(3)(iii) of Rule 144 Exercise Shares purchasable under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2on such date.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in 1) In lieu of exercising this Warrant by payment of in cash, or by check or wire transfer, the Holder may elect to receive shares Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) exercised), at any time after the date hereof and before the end of the Warrant Expiration Date, by surrender of this Warrant at the principal executive office of the Company Company, together with the properly endorsed Notice of Exercise in the form annexed hereto, in which event the Company shall will issue to the Holder a number of Exercise Shares computed using in accordance with the following formula: X = Y * (A-B) Where Where, X = the number of Exercise Shares to be issued to the Holder pursuant to this net exercise; Y = the number of Exercise Shares purchasable under for which the Warrant or, if only a portion net exercise election is made; A = the fair market value of one Share at the Warrant time the net exercise election is being exercised, made; and B = the portion of the Warrant being exercised Stated Purchase Price (as adjusted at the date of such exercisethe net exercise election is made). (2) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder1(b), the Company will accept reasonable modifications to fair market value of a Share and the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance effectiveness of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant are determined as follows: (i) if the exercise is in connection with an initial public offering, and if the Company’s registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, then the fair market value shall be deemed the initial “Price to include a reference Public” specified in the final prospectus with respect to the exchange offering, and such exercise shall be effected upon the date of such initial public offering, subject to due, proper and prior surrender of this Warrant and the closing of the initial public offering; (ii) if the exercise is in connection with a Change of Control, then the fair market value shall be the value received by the holders of Shares pursuant to the Change of Control for Exercise Shares in accordance with each share of such securities, and the terms exercise shall be effective upon the closing of such Change of Control, subject to due, proper and prior surrender of this Section 2.2Warrant and the closing of the Change of Control; or (iii) if the exercise is other than in connection with subsections (i) or (ii) above and the Shares are not traded on the over-the-counter market or on an exchange, the fair market value shall be determined in good faith by the Company’s Board of Directors (the “Board”).

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Corporation's Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Corporation together with the properly endorsed Notice of Exercise in which event the Company Corporation shall issue to the Holder a number of Exercise Shares shares of Preferred Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares shares of Preferred Stock to be issued to the Holder Y = the number of Exercise Shares shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Corporation's Preferred Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of Preferred Stock shall be determined by the Corporation's Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as 2.1 at a conversiontime when the Corporation's Common Stock is traded in a public market, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request fair market value per share shall be closing sales price of the HolderCommon Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Company will accept reasonable modifications to Warrant is exercisable for Common Stock, or (ii) the exchange procedures provided for in this Section in order to accomplish such intent. For number of shares of Common Stock into which each share of the avoidance class of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant stock issuable pursuant to this Section 2.2. For all purposes Warrant is convertible at the time of this such exercise, if the Warrant (is exercisable for shares of the Corporation's capital stock other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Common Stock.

Net Exercise. Notwithstanding any provisions provision herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) of Rule 144 under the Securities Act. At per share offering price to the request public of the HolderCompany’s initial public offering, and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise; provided further, that if this Warrant is exercised following the Company’s initial public offering of its Common Stock, the Company will accept reasonable modifications fair market value of each Exercise Share shall be the product of (i) the average of the closing prices of the Common Stock quoted in the over-the-counter market in which the Common Stock is traded or the closing price quoted on any exchange or electronic securities market on which the Common Stock is listed, whichever is applicable, as published in The Wall Street Journal for the thirty (30) trading days prior to the exchange procedures provided for in this Section in order to accomplish date of determination of fair market value (or such intent. For the avoidance shorter period of doubt, the Holder shall not be required to pay any cash upon any exercise time during which such shares of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2Common Stock were traded over-the-counter or on such exchange), any reference herein to and (ii) the exercise number of this Warrant shall be deemed to include a reference to shares of Common Stock into which each Exercise Share is convertible at the exchange time of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2such exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cashthe Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or before the Holder may elect expiration of the Exercise Period, to receive shares equal to the value (as determined below) of surrender this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a and receive that number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where Where: X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Holder. Y = the number of shares of Common Stock that Xxxxxx would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a partial exercise of this Warrant). A = the NYSE closing price on the last Trading Day prior to exercise of this Warrant. B = the Exercise Shares purchasable Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the Warrant orcontrary contained in this Warrant, if only as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = Exercise Price (as adjusted in full pursuant to the date of such exercise) The Company acknowledges that the provisions of this Section 2.2 are intended6, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash and upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise surrender of this Warrant shall be deemed entitled to include receive that number of shares of Common Stock computed using the above formula, provided that the application of such formula as of the Expiration Date yields a reference to the exchange of this Warrant positive number for Exercise Shares in accordance with the terms of this Section 2.2“X”.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise (but solely with respect to Exercise Shares that are then vested and exercisable hereunder in accordance with Section 2.1) in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) Where X = X= the number of Exercise Shares to be issued to the Holder Y = Y= the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = A= the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = B= Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the Company will accept reasonable modifications fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that: (i) where a public market exists for the Company’s common stock at the time of such exercise, the fair market value per Exercise Share shall be the average of the closing bid prices of the common stock or the closing price quoted on the national securities exchange on which the common stock is listed as published in the Wall StreetJournal, as applicable, for the ten (10) trading day period ending five (5) trading days prior to the exchange procedures provided for date of determination of fair market value; and (ii) if the Warrant is exercised in this Section in order to accomplish such intent. For connection with the avoidance Company’s initial public offering of doubtcommon stock, the Holder fair market value per Exercise Share shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein the per share offering price to the exercise public of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Company’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than share of the Exercise Price Company’s Common Shares (at the date of calculation as set forth below), is greater than the Exercise Price, and the Company has complied with the provisions of Section 42A of the Bermuda Act (or other like statutory provision which may affect the Company’s ability to repurchase its Common Shares or to give effect to a cashless exercise of this Warrant), then in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant (including that portion of this Warrant in payment of the Exercise Price to effect such cashless exercise) at the principal office of the Company Company, together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Common Shares computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Common Shares to be issued to the Holder Y = the number of Exercise Common Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under of the Warrant Company’s Common Shares (at the date of such exercisecalculation) provided, that such fair market value shall not be less than the then current par value of the Company’s Common Shares B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the Company will accept reasonable modifications to fair market value of one of the exchange procedures provided Company’s Common Shares shall be determined by the Company’s Board of Directors in good faith; provided, however, that if there is a public market for in this Section in order to accomplish such intent. For the avoidance of doubtCommon Shares, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant fair market value per share shall be deemed to include a reference to the exchange average per share closing price over the five (5) trading days immediately preceding such calculation as reported in the Wall Street Journal (or, if not so reported, as otherwise reported by the National Association of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Securities Dealers Automated Quotation System).

Net Exercise. Notwithstanding any provisions herein (a) For purposes of this section 8, a "Net Exercise" is a transaction in which (i) an Option Holder exercises all or a portion of the Converted Option, (ii) AFC issues to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Option Holder a number of Exercise Shares computed using shares of AFC Common Stock equal to the following formula: X = Y * excess of (A-B) Where X = the number of Exercise Shares to be issued shares of AFC Common Stock for which the Converted Option is exercised over (B) the smallest number of whole shares of AFC Common Stock that have an aggregate Fair Market Value (as defined below) at least equal to the Holder Y = aggregate Exercise Price that is due to AFC and (iii) AFC waives payment of the Exercise Price and cancels the Converted Option as to the number of Exercise Shares purchasable shares of AFC Common Stock described in section 8(a)(ii)(B). (b) If the Option Holder of a Converted Option that was granted in substitution for a LISB Option granted under the Warrant orLISB Directors Plan requests a Net Exercise of all or any portion of a Converted Option and establishes to the satisfaction of AFC that he owns, if only and has owned for a period of at least six (6) months, shares of AFC Common Stock having an aggregate Fair Market Value at least equal to the aggregate Exercise Price of that portion of the Warrant Converted Option that is being exercised, AFC shall approve such request. If AFC, in its discretion, elects to treat a request for a Cashless Exercise as a request for a Net Exercise pursuant to section 7(b)(ii), it shall approve such deemed request. The Option Holder shall not have the portion right to request, nor shall AFC have any obligation to consider or approve, a request for a Net Exercise in any other circumstances. (c) If a request for a Net Exercise is approved, AFC shall (i) cancel the Option Holder's Converted Option with respect to the entire number of shares of AFC Common Stock to which the Warrant Net Exercise is applicable; (ii) issue to the Option Holder a number of shares of AFC Common Stock equal to excess of (A) the number of shares of AFC Common Stock for which the Converted Option is being exercised canceled over (at B) the smallest number of whole shares of AFC Common Stock that have an aggregate Fair Market Value as of the date of such exercise) A = exercise at least equal to the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) B = aggregate Exercise Price that is due to AFC and (iii) waive payment of the Exercise Price in exchange for cancellation of the Converted Option as adjusted to the date number of such exerciseshares of AFC Common Stock described in section 8(c)(ii)(B). (d) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2section 8 and section 13(d), the "Fair Market Value" of a share of AFC Common Stock on any reference herein date means: (i) the average of the highest and lowest reported sales prices on the date in question (or if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) as reported in the principal consolidated reporting system with respect to securities listed or admitted to trading on the exercise principal United States securities exchange (including the Nasdaq Stock Market as a national securities exchange for this purpose) on which the shares of this Warrant shall be deemed AFC Common Stock are then listed or admitted to include trading; or (ii) if shares of AFC Common Stock are not listed or admitted to trading on any such exchange, the average of the closing high bid and low asked quotations with respect to a reference to share of AFC Common Stock on such date on the exchange National Association of this Warrant for Exercise Shares Securities Dealers Automated Quotations System, or, if no such quotation is provided, on another similar system, selected by the AFC Committee (as defined below), then in accordance with use; or (iii) if sections 8(d)(i) and (ii) are not applicable, the terms fair market value of this Section 2.2a share of AFC Common Stock as the AFC Committee may determine in good faith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, by payment surrender of cashthe Warrant (together with a duly executed copy of a Notice of Exercise in the form attached hereto) to the Company at its principal offices, the Holder may elect to receive shares such reduced number of Series B-3 Preferred Shares equal to the value (as determined defined below) of this Warrant (or the portion thereof hereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise cancelled), in which event the Company shall issue to the Holder a holder hereof the number of Exercise Series B-3 Preferred Shares computed using the following formula: X = Y * (A-B) Where Where: X = the The number of Exercise Series B-3 Preferred Shares to be issued to the Holder Holder; Y = the The number of Exercise Series B-3 Preferred Shares purchasable issuable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercise) calculation); A = the Fair Market Value The fair market value of one Exercise Series B-3 Preferred Share purchasable under the Warrant (at the date of such exercise) calculation); and B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions calculation). For purposes of this Section 2.2 are intended6, in partthe fair market value of one Series B-3 Preferred Share (or, to ensure that the extent all such Series B-3 Preferred Shares have been converted into the Company’s Ordinary Shares) as of a full particular date shall be determined as follows: (i) if traded on a securities exchange or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within through the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderNasdaq National Market, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange date the Holder delivers the applicable Notice of this Exercise; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the date the Holder delivers the applicable Notice of Exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, however, that if the Warrant for Exercise Shares is being exercised in accordance connection with the terms initial public offering of this Section 2.2the Company, 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 Ordinary Shares into which each Series B-3 Preferred Share is convertible at the time of such exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of for cash, the Holder MLSC may elect to receive shares equal to the net value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with notice of such election (a “Net Exercise”). Upon a Net Exercise, MLSC shall have the properly endorsed Notice of Exercise rights described in which event Sections 3(b) and 3(c) hereof, and the Company shall issue to the Holder MLSC a number of Exercise Warrant Shares computed using the following formula: X = Y * (A-B) A Where X = the The number of Exercise Warrant Shares to be issued to the Holder MLSC. Y = the The number of Exercise Warrant Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion number of the Warrant Shares being exercised (at the date of such exercise) calculation). A = the Fair Market Value The fair market value of one Exercise (1) Warrant Share purchasable under the Warrant (at the date of such exercise) calculation). B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions calculations). For purposes of this Section 2.2 are intended4, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request fair market value of the HolderWarrant Shares shall mean the average of the closing bid and asked prices of the Warrant Shares quoted in a reasonably liquid over-the-counter market in which the Warrant Shares are traded or the closing price quoted on any reasonably liquid exchange on which the Warrant Shares are listed, whichever is applicable, as published in the Wall Street Journal, for the twenty (20) trading days prior to the date of determination of fair market value (or such shorter period of time during which such stock was traded over-the-counter or on such exchange). If the fair market value is being determined immediately prior to or as of the closing date of the initial public offering of the Company, the Company will accept reasonable modifications to fair market value as of such date shall equal the exchange procedures provided for per-share price of the Company’s Common Stock in this Section in order to accomplish such intentconnection with the offering. For If the avoidance of doubtWarrant Shares are not traded on a reasonably liquid over-the-counter market or on a reasonably liquid exchange, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant fair market value shall be deemed to include the price per Warrant Share that the Company could obtain from a reference to willing buyer for Warrant Shares sold by the exchange Company from authorized but unissued Warrant Shares, as such prices shall be determined in good faith by the Board of this Warrant for Exercise Shares in accordance with Directors of the terms of this Section 2.2Company.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) Where ------- A Where: X = the The number of Exercise Shares shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in part, good faith by the Board of Directors of the Company. The right of the Holder to ensure that a full or partial exchange of elect to net exercise this Warrant pursuant to this Section 2.2 will qualify as 5 shall terminate upon the date that is ninety (90) days following the Company's closing of a conversion, within the meaning sale of paragraph its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 or Form SB-2 (d)(3)(iiior any successor form) of Rule 144 under the Securities ActAct of 1933, as amended, the public offering price of which was not less than $20,000,000 in the aggregate. At the request of The preceding sentence shall not terminate or modify the Holder, the Company will accept reasonable modifications 's right to the exchange procedures provided for in this Section in order elect to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.24.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Preferred Stock computed using the following formula: X = Y * (AY(A-B) Where A Where: X = the The number of Exercise Shares shares of Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Preferred Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended5, in partthe fair market value of one share of Preferred Stock (or, to ensure that the extent all such Preferred Stock has been converted into the Company's Common Stock) as of a full particular date shall be determined as follows: (i) if traded on a securities exchange or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within through the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderNasdaq National Market, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the ten (10) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the ten (10) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the issuance and sale of shares of Common Stock of the Company in accordance the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "IPO"), the value will be the initial "Price to Public" of one share of Common Stock specified in the final prospectus with respect to such offering multiplied by the terms number of this Section 2.2shares of Common Stock issuable upon conversion of one share of Preferred Stock as of the closing of the IPO.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 1(b), the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Series E Convertible Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Series E Convertible Preferred Stock computed using the following formula: Where: X = Y * (A-B) Where X = the The number of Exercise Shares shares of Series E Convertible Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under shares of Series E Convertible Preferred Stock in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of the Warrant is being exercised, the portion one share of the Warrant being exercised (Series E Convertible Preferred Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended1(c), in partthe fair market value of one share of Series E Convertible Preferred Stock (or Common Stock, to ensure that the extent all such Series E Convertible Preferred Stock has been converted into the Company’s Common Stock) as of a full particular date shall be determined as follows: (i) if traded on a securities exchange or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within through the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderNasdaq Global Market, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, however, that, if the Warrant for Exercise Shares is being exercised upon the closing of an IPO, the value will be the initial “Price to Public” of one share of such Series E Convertible Preferred Stock (or Common Stock issuable upon conversion of such Series E Convertible Preferred Stock) specified in accordance the final prospectus with the terms respect to such offering (net of this Section 2.2applicable underwriting commissions).

Net Exercise. Notwithstanding any provisions herein to Upon the contraryearlier of (i) the closing of a Change of Control (as defined in the Notes) and (ii) the effective date of a registration statement filed under the Act for an IPO (as defined in the Notes), if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being exercised cancelled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that For purposes of the provisions of this Section 2.2 are intendedabove calculation, in part, to ensure the event that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as is exercised in connection with a conversionChange of Control, within the meaning of paragraph (d)(3)(iii) of Rule 144 under fair market value per share shall be the Securities Act. At the request value of the Holderconsideration payable for each share of Common Stock in such Change of Control, and in the event that this Warrant is exercised in connection with an IPO, the Company will accept reasonable modifications fair market value per share shall be the per share offering price to the exchange procedures provided for public in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2IPO.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed executed Notice of Exercise Exercise, in the form attached hereto as Appendix A, in which event the Company shall issue to the Holder a number of shares of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of shares of Exercise Shares to be issued to the Holder Y = the number of shares of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one share of the Company’s Exercise Share purchasable under the Warrant Shares (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of Exercise Shares shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion2.4 in connection with the Company’s IPO, within the meaning fair market value per share shall be the product of paragraph (d)(3)(iiii) of Rule 144 under the Securities Act. At per share offering price to the request public of the HolderCompany’s Common Stock in an IPO, and (ii) the number of shares of Common Stock into which each share of Exercise Shares is convertible at the time of such exercise. If the Holder does not agree with the Board’s good faith determination of fair market value and notifies the Board within ten (10) calendar days of the delivery by the Company to the Holder of such fair market value determination, the fair market value of an Exercise Share shall be determined by an independent appraiser selected in good faith by the Company will accept reasonable modifications and reasonably acceptable to the exchange procedures provided for in this Section in order Holder; provided, that the fees and expenses of such appraisal shall be paid by the Company if the fair market value of the independent appraiser is higher than the Board’s fair market value determination and, if the fair market value of the independent appraiser is less than or equal to accomplish such intent. For the avoidance of doubtBoard’s fair market value determination, then the Holder shall not be required to pay any cash upon any exercise the fees and expenses of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2appraisal.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share share of the Company’s Common Stock issuable hereunder is PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share share of the Company’s Common Stock purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that For purposes of the provisions above calculation, the fair market value per share of this Section 2.2 are intendedCommon Stock shall be the average of the closing prices of the Common Stock, in part, to ensure that a full or partial on the securities exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under on which such Common Stock is traded following the Securities Act of 1933, as amended (the “Act. At ”) (the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2“Initial Public Offering”), any reference herein for five trading days immediately prior to the exercise date. If the Common Stock is not then traded on a securities exchange, then the fair market value per share of this Warrant Common Stock shall be deemed to include a reference to determined in good faith by the exchange Company’s Board of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Directors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising all or any portion of this Warrant by with payment of cash, check or wire transfer or by cancellation of indebtedness as provided in Section 2.1, the Holder may elect to receive shares equal to the value (as determined below) of exercise this Warrant (or the any portion thereof being canceledhereof) by surrender of this Warrant at the principal office on a net basis without payment of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to foregoing consideration, such that the Holder a receives the number of Exercise Shares computed using the following formula: formula (and any and all references in this Warrant to payment of the Exercise Price shall include exercise of this Warrant (or any portion hereof) pursuant to this Section 2.2) (such exercise, a “Net Exercise”): X = Y * (A-B) Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the that portion of the this Warrant being exercised (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that For purposes of the provisions above calculation, if shares of this Section 2.2 Common Stock are intendedthen traded or quoted on a nationally recognized securities exchange, in partinter-dealer quotation system or over-the-counter market (a “Trading Market”), to ensure that the fair market value of an Exercise Share shall be the closing price or last sale price of a full or partial exchange share of Common Stock reported for the Business Day immediately before the date on which Holder delivers this Warrant (to the extent required) together with its Notice of Exercise to the Company; provided, however, that if this Warrant is exercised pursuant to this Section 2.2 will qualify as in connection with a conversionChange of Control, within the meaning fair market value per share shall be the value ascribed to the consideration to be paid in respect of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request one share of the HolderExercise Shares in the definitive agreement(s) relating to such Change of Control, or if no such value is set forth in the definitive agreements(s) relating to such Change of Control, as determined in good faith by the Board. If shares of Common Stock are not then traded in a Trading Market, the Board shall adopt the fair market value of an Exercise Share recommended by a nationally recognized independent investment bank or other qualified financial institution, which fair market value shall not give effect to minority or illiquidity discounts. If Exercise Shares are issued in such a Net Exercise, the Company will accept reasonable modifications acknowledges and agrees that in accordance with Section 3(a)(9) of the Act, the Exercise Shares shall take on the registered characteristics of this Warrant, and the holding period of this Warrant may be tacked on to the exchange procedures holding period of the Exercise Shares (provided for in that the Securities and Exchange Commission continues to take the position that such treatment is proper at the time of such exercise). The Company agrees not to take any position contrary to this Section in order to accomplish such intent2.2. For the avoidance of doubt, the Holder may utilize Net Exercise as contemplated by this Section 2.2 only if at the time of exercise hereof, there is no effective registration statement registering, or the prospectus therein is not available for, the issuance of the Exercise Shares to the Holder. In all other scenarios, the Holder shall not only be required permitted to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in cash in accordance with the terms of this Section 2.22.1.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder the Common Stock is greater than the Exercise Price (at as the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to exercise this Warrant through a net exercise as provided in this Section. In such event, the Holder (and/or its designees, as applicable) shall receive shares equal to the net value (as determined below) of the Shares subject to this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event Company, and the Company shall issue to the Holder (and/or its designees, as applicable) a number of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares then purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such exercisecalculation) A = the Fair Market Value of one Exercise Share purchasable under the Warrant Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such calculation) Upon any such exercise) The Company acknowledges that the provisions , if a balance of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holderpurchasable shares remains after such exercise, the Company will accept reasonable modifications shall execute and deliver to the Holder (and/or its designees, as applicable) hereof a new Warrant for such balance of shares. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange procedures provided for shall be issued, and the Company shall in this Section in order lieu thereof make payment to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any (and/or its designees, as applicable) hereof of cash upon any exercise in the amount of this Warrant pursuant to this Section 2.2. For all purposes such fraction multiplied by the Fair Market Value of this Warrant (other than this Section 2), any reference herein Common Stock or round up to the exercise of this Warrant next whole share. Any tax liability related to such transaction shall be deemed to include a reference to paid by the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Holder (and/or its designees, as applicable).

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Exercise Share issuable hereunder Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Exercise Shares computed using the following formula: X = Y * (A-B) A Where X = the number of shares of Exercise Shares to be issued to the Holder Y = the number of shares of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one share of the Company’s Exercise Share purchasable under the Warrant Shares (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges For purposes of the above calculation, the fair market value of one share of the Exercise Shares shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the provisions of this Section 2.2 are intended, in part, to ensure event that a full or partial exchange of this Warrant is exercised pursuant to this Section 2.2 will qualify as a conversion2.1 in connection with the Company’s initial public offering of its Common Stock, within the meaning fair market value per share of paragraph (d)(3)(iii) of Rule 144 under Exercise Shares shall be the Securities Act. At per share offering price to the request public of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.2Company’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares computed shares of Common Stock computer using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in part, good faith by the Board of Directors of the Company. The right of the Holder to ensure that a full or partial exchange of elect to net exercise this Warrant pursuant to this Section 2.2 will qualify as 5 shall terminate upon the date that is ninety (90) days following the Company's closing of a conversion, within the meaning sale of paragraph its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 or Form SB-2 (d)(3)(iiior any successor form) of Rule 144 under the Securities ActAct of 1933, as amended, the public offering price of which was not less than $20,000,000 in the aggregate. At the request of The preceding sentence shall not terminate or modify the Holder, the Company will accept reasonable modifications 's right to the exchange procedures provided for in this Section in order elect to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall be deemed to include a reference to the exchange of this Warrant for Exercise Shares in accordance with the terms of this Section 2.24.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Preferred Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share of the Warrant is being exercised, the portion of the Warrant being exercised (Preferred Stock at the date of such exercise) A = time the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) net issue election is made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended5, in partthe fair market value of one share of Preferred Stock (or, to ensure that the extent all such Preferred Stock has been converted into the Company's Common Stock) as of a full particular date shall be determined as follows: (i) if traded on a securities exchange or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within through the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the HolderNasdaq National Market, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Preferred Stock (or Common Stock issuable upon conversion of such Preferred Stock) specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one Exercise Share issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cashpursuant to ------------ Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of Exercise Shares shares of Common Stock computed using the following formula: Y (A - B) --------- X = Y * (A-B) Where A Where: X = the The number of Exercise Shares shares of Common pursuant to this net exercise; Stock to be issued to the Holder Y = the The number of Exercise Shares purchasable under in respect of which the Warrant or, if only a portion net issue election is made; A = The fair market value of one share time the net issue election is of the Warrant is being exercised, the portion of the Warrant being exercised (Common Stock at the date of such exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such exercise) made; B = The Exercise Price (as adjusted to the date of such exercise) The Company acknowledges that the provisions net issuance). For purposes of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder5, the Company will accept reasonable modifications to fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubtNasdaq National Market, the Holder shall not be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant value shall be deemed to include a reference be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the exchange net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of this the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant for Exercise Shares is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of one share of such Common Stock specified in accordance the final prospectus with the terms of this Section 2.2respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value fair market value of one Exercise Share issuable hereunder share of the Company’s Common Stock is greater than the Exercise Price applicable exercise price (at the date of calculation as set forth belowbelow)(the “Exercise Price”), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares shares of Common Stock computed using the following formula: X = Y * (A-B) A Where X = the number of Exercise Shares shares of Common Stock to be issued to the Holder Y = the number of Exercise Shares shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised canceled (at the date of such exercisecalculation) A = the Fair Market Value fair market value of one Exercise Share purchasable under share of the Warrant Company’s Common Stock (at the date of such exercisecalculation) B = Exercise Price (as adjusted to the date of such exercisecalculation) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request For purposes of the Holderabove calculation, the Company will accept reasonable modifications to fair market value of one share of Common Stock shall be: (i) if the Company’s Common Stock is listed on any established stock exchange procedures provided for in this Section in order to accomplish such intent. For or a national market system, including without limitation the avoidance Nasdaq National Market or the Nasdaq SmallCap Market of doubtThe Nasdaq Stock Market, the Holder closing sales price of the Company’s Common Stock (or the closing bid, if no sales were reported) as quoted by on such exchange or system (as reported in The Wall Street Journal or such other source as the Company shall reasonably deem reliable) on the day the Warrant and Notice of Exercise (complying with the requirements above) are received by the Company; or (ii) if there shall not at the time of exercise be required to pay any cash upon any exercise of this Warrant pursuant to this Section 2.2. For all purposes of this Warrant (other than this Section 2)an established market for the Company’s Common Stock, any reference herein to the exercise of this Warrant fair market value shall be deemed to include a reference to as determined by the exchange of this Warrant for Exercise Shares Company in accordance with the terms of this Section 2.2good faith.