Common use of Net Exercise Clause in Contracts

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one 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 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 Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of 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 canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Stock shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise.

Net Exercise. Notwithstanding In the event of any provisions herein to exercise of this Warrant in connection with a mandatory conversion of the contrary, if the fair market value of one share Series B Preferred Stock into shares of the Company’s Preferred Common Stock is greater than pursuant to Article IV, Section C(2)(c) of the Exercise Price (at the date Certificate of calculation as set forth below)Incorporation, 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 B 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 shares of Series B Preferred Stock computed using the following formula: Where: X = Y (A-B) A Where X = the The number of shares of Series B Preferred Stock to be issued to the Holder (rounded down pursuant to the nearest whole share) this net exercise; Y = the The number of shares of Series B Preferred Stock purchasable under in respect of which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Series B Preferred Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 1(c), the fair market value of one share of Series B Preferred Stock (or Common Stock, to the extent all such Series B Preferred Stock has been converted into the Company’s 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 good faith by the Company’s Board of Directors in good faithof the Company; provided, however, that that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial “Price to Public” of one share of such Series B Preferred Stock (or Common Stock issuable upon conversion of such Series B Preferred Stock) specified in the event that this Warrant is exercised pursuant final prospectus with respect to this Section 2.2 in connection with the Company’s initial public such offering (net of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exerciseapplicable underwriting commissions).

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Stock 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 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 notice of such election (a “Net Exercise”). A Holder who Net Exercises 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 such Holder a number of shares of Preferred Stock Shares computed using the following formula: X = Y (A-B) A Where X = the The number of shares of Preferred Stock Shares to be issued to the Holder (rounded down to the nearest whole share) Holder. Y = the The number of shares of Preferred Stock Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled exercised (at the date of such calculation) ). A = the The fair market value of one share of the Company’s Preferred Stock (1) Share (at the date of such calculation) ). B = The Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculationthis Warrant, including this Section 4, the fair market value of one share of Preferred a Share shall mean (a) if the Common Stock is traded on a U.S. national securities exchange, then the fair market value shall be deemed to be the closing sale price on such exchange on the applicable date of valuation; (b) if the Common Stock is not traded on any national securities exchange nor quoted on any market quotation system, then the fair market value shall be the value as determined in good faith by the Company’s Board of Directors in good faithupon a review of relevant factors, including recent sales of the Company’s securities and the then current valuation determined for purposes of Section 409A of the Internal Revenue Code; provided, however, that in the event that and (c) if this Warrant is exercised pursuant to this Section 2.2 in connection with the consummation of the Company’s initial public offering sale of its Common StockStock or other securities in the Company’s first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (such public offering, the “Initial Public Offering”), the fair market value per share 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 exerciseInitial Public Offering.

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 of one share of the Company’s Preferred 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 shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Stock Exercise Shares to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred 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 canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value value” of one share of Preferred Common Stock shall be determined mean (i) the average of the closing sales prices for the shares of Common Stock on the Nasdaq Capital Market 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’s Board Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of Directors in good faith; providedsuch security) (collectively, however“Bloomberg”) for the five (5) consecutive trading days immediately prior to the Exercise Date, that or (ii) if the Nasdaq Capital Market is not the principal Trading Market for the shares of Common Stock, the 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 event that this Warrant over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is exercised pursuant to this Section 2.2 in connection with so reported for such security, the Company’s initial public offering last bid price of its Common Stocksuch security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the product Board of (i) the per share offering price to the public Directors of the Company’s initial public offering, and (ii) Company in the number exercise of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exerciseits good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the CompanyCorporation’s Preferred 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 Corporation together with the properly endorsed Notice of Exercise in which event the Company Corporation shall issue to the Holder a number of shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the CompanyCorporation’s Preferred Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculationthis Section 2.1 fair market value of a share of Common Stock shall mean: (i) If traded on a stock exchange, the fair market value of one share the Common Stock shall be deemed to be the average of Preferred the closing selling prices of the Common Stock on the stock exchange determined by the Board of Directors to be the primary market for the Common Stock over the ten (10) trading day period ending on the date prior to the date the Warrant is exercised, as such prices are officially quoted in the composite tape of transactions on such exchange; (ii) If traded over-the-counter or if listed by the National Daily Quotation Service “Pink Sheets,” the fair market value of the Common Stock shall be deemed to be the average of the closing bid prices (or, if such information is available, the closing selling prices) of the Common Stock over the ten (10) trading day period ending on the date prior to the date the Warrant is exercised, as such prices are reported by the National Association of Securities Dealers through its NASDAQ system, any successor system, the Pink Sheets, or any exchange on which it is listed, whichever is applicable; or (iii) If there is no public market for the Common Stock, then the fair market value shall be determined by the Company’s Board of Directors of the Corporation in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Stock 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 shares of Preferred Stock Shares computed using in accordance with the following formula: X = Y (A-B) A Where Where, X = the number of shares of Preferred Stock Shares to be issued to the Holder (rounded down pursuant to the nearest whole share) this net exercise; Y = the number of shares of Preferred Stock purchasable under Shares for which the Warrant or, if only a portion of the Warrant net exercise election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the fair market value of one share of Share at the Company’s Preferred Stock time the net exercise election is made; and B = the Stated Purchase Price (as adjusted at the date of such calculation) B = Exercise Price the net exercise election is made). (as adjusted to the date of such calculation2) For purposes of the above calculationthis Section 1(b), the fair market value of one a Share and the effectiveness of 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 the initial “Price to Public” specified in the final prospectus with respect to the offering (net of applicable underwriting commissions), 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 each share of Preferred Stock such securities, and the exercise shall be effective upon the closing of such Change of Control, subject to due, proper and prior surrender of this Warrant 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 traded on a securities exchange or through the Nasdaq Global 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; or (iv) if the exercise is other than in connection with subsections (i) or (ii) above and the Shares are 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; or (v) 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 in good faith; provided, however, that in (the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise“Board”).

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred '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 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 Preferred Common Stock computed using the following formula: X = Y (A-B) -------- A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the "fair market value value" of one share of Preferred Common Stock shall be determined 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’s Board Company and reasonably acceptable to the holders if Bloomberg Financial Markets is not then reporting sales prices of Directors in good faith; providedsuch security) (collectively, however"Bloomberg") for the ten (10) consecutive trading days immediately preceding such date, that or (ii) if the Nasdaq National Market is not the principal trading market for the shares of Common Stock, the 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 event that this Warrant over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is exercised pursuant to this Section 2.2 in connection with so reported for such security, the Company’s initial public offering last bid price of its Common Stocksuch security as reported by Bloomberg, or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the product Board of (i) the per share offering price to the public Directors of the Company’s initial public offering, and (ii) Company in the number exercise of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exerciseits good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred 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 shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Common Stock shall be determined by based on the Company’s Board of Directors in good faith; provided, however, that in the event that following: (a) if this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s an initial public offering of its Common Stock, then the fair market value of one share of Common Stock shall be the price that one share of Common Stock is offered to the public in such initial public offering; and (b) 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 “National Market System”) of the Nasdaq, the fair market value per of one share of Common Stock as of a specified day shall be the product last reported sale price of (i) Common Stock on such exchange or on the per 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. If the Common Stock is not so listed or admitted to unlisted trading privileges, the fair market value of one share offering price of Common Stock as of a specified day shall be the mean of the last bid and asked prices reported on such date by the Nasdaq or, if reports are unavailable from Nasdaq, then by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the public fair market value of one share of Common Stock as of a specified day shall be determined in good faith by the Board of Directors of the Company, taking into account the most recently or concurrently completed arm’s initial public offering, length transaction between the Company and (ii) an unaffiliated third party the number closing of shares of Common Stock into which each share of Preferred Stock is convertible at occurs within the time six months preceding or on the date of such exercisecalculation, if any.

Net Exercise. Notwithstanding any provisions herein to The Exercise Price also may be paid at the contrary, if the fair market value Holder’s election by surrender of one share all or a portion 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 for Units 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 Units in accordance with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Preferred Stock computed using the following formula: X = Y (A-B) A Where Where: X = the number of shares of Preferred Stock Warrant Units to be issued to upon exercise of the Holder (rounded down to the nearest whole share) Warrant Y = the number of 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 canceled (at the date of such calculation) Units requested to be exercised A = the fair market value of one share of the Company’s Preferred Stock (at 1 Unit on the date of such calculation) exercise of this Warrant B = the Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Stock a Unit shall be determined by mean: if at any time the Company’s Board of Directors in good faith; provided, however, that Units are not listed on any securities exchange or traded in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stockover-the-counter market, the fair market value per share of the Units shall be the product of highest price per Unit which the Company could obtain from a willing buyer (i) the per share offering price to the public 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 Units sold by the Company, as determined in good faith by its Directors (as defined in the LLC Agreement); if the exercise is in connection with the conversion of the Units to common stock of the Company (“Common Stock”) in order to facilitate a public offering of such Common Stock, 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 Unit shall be the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering, giving effect to the conversion mechanism with respect to such conversion of the Units to Common Stock; if the exercise is not in connection with a public offering, and: if the Units (or the Common Stock, if the Units have been converted to Common Stock) are traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a 5 day period ending 3 days before the day the fair market value of the Units or the Common Stock, as applicable, is being determined; or if the Units (or the Common Stock, if the Units have been converted to Common Stock) are traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and (ii) asked prices quoted on the number principal market on which or through which the Units or the Common Stock, as applicable, are traded over the 5 day period ending 3 days before the day the fair market value of shares the Units or the Common Stock, as applicable, is being determined; if property or securities in addition to or in substitution for Units shall be issuable upon exercise of Common Stock into which each share of Preferred Stock is convertible at the time Warrant, the fair market value of such exerciseproperty (to the extent such property does not include a security which is listed on any securities exchange or traded in the over-the-counter market, in which fair market value shall be calculated as provided in Section 1(c)(i) - (iii) above) shall be determined in good faith by the Company’s Directors (as defined in the LLC Agreement).

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Stock 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 shares of Preferred Stock Warrant Shares computed using the following formula: X = Y (AY(A-B) A Where ------ X = the A Where: X = The number of shares of Preferred Stock Warrant Shares to be issued to the Holder (rounded down pursuant to the nearest whole share) this net exercise; Y = the The number of shares Warrant Shares in respect of Preferred Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Preferred Stock (Warrant Share at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the fair market value of one share Warrant Share as of Preferred Stock a particular date shall be determined by as follows: (i) if traded on a securities exchange or through the Company’s Board Nasdaq National Market, the value shall be deemed to be the average of Directors in good faiththe closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; provided(ii) if traded over-the-counter, howeverthe 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, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, value shall be the fair market value per share shall be thereof, as determined in good faith by the product Board of (i) the per share offering price to the public Directors of the Company’s ; provided, that, if the Warrant is being exercised upon the closing of the Initial Public Offering, the value will be the initial public offering, and (ii) "Price to Public" of the number of shares of Common Stock into which each share of Preferred Stock Warrant Share is convertible at as specified in the time of final prospectus with respect to such exerciseoffering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred 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 in which event the Company shall issue to the Holder a such number of shares of Preferred Common Stock computed using the following formula: X = Y (A-–B) A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock 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 canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred Common Stock (at the date of such calculation) B = the Exercise Price (as adjusted to the date of such calculation) For the purposes of the above calculation, the fair market value of one share of Preferred Common Stock shall be determined by as follows: (i) if the Company’s Board of Directors in good faith; providedCommon Stock is then traded or quoted on a nationally recognized securities exchange, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stockinter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value per of one share of Common Stock shall be the product closing price or last sale price of (i) a share of Common Stock reported for the per share offering price business day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the public of the Company’s initial public offering, and (ii) if the number Company’s Common Stock is not traded in a Trading Market, the Board of shares Directors of the Company shall determine the fair market value of one share of Common Stock into which each share of Preferred Stock is convertible at the time of such exercisein its reasonable good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value In lieu of one share payment of the Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), described in lieu of exercising this Warrant by payment of cashSection 1, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Shares equal to the value (as determined below) of this Warrant (or any portion hereof by the portion thereof being canceled) by surrender of this Warrant or such portion to the Company, with the net issue election notice attached hereto as Exhibit B (the "Net Issuance Election Notice") duly executed, at the principal office of the Company together with the properly endorsed Notice of Exercise as specified in which event Section 1. Thereupon, the Company shall issue to the Holder a such number of shares of Preferred Stock fully paid and nonassessable Shares as is computed using the following formula: where: X = Y (A-B) ------- A Where X = the number of shares of Preferred Stock Shares to be issued to the Holder (rounded down pursuant to the nearest whole share) this Section 2. Y = the number of shares Shares covered by this Warrant in respect of Preferred Stock purchasable under which the Warrant or, if only a portion of the Warrant net issuance election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made pursuant to this Section 2. A = the fair market value of one share Share, as determined in accordance with the provisions of this Section 2. B = the Company’s Preferred Stock (Exercise Price in effect under this Warrant at the date of such calculation) B = Exercise Price (as adjusted time the net issuance election is made pursuant to the date of such calculation) this Section 2. For purposes of this Section 2, the above calculation"fair market value" per Share shall mean: i. If the class of Shares is traded on a national securities exchange or is listed on the Nasdaq National Market (the "NNM") or other over-the-counter quotation system, the fair market value of one share of Preferred Stock shall be determined by the Company’s Board last reported sale price of Directors in good faitha Share on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election 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, the NNM or over-the-counter quotation system; provided, however, that in and ii. If the event that this Warrant class of Shares is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stocknot so listed and bid and ask prices are not reported, the fair market value per share shall be the product of (i) price per Share which the per share offering price to the public of Company could obtain from a willing buyer for Shares sold by the Company’s initial public offering, and (ii) as such price shall be determined in good faith by the number Company's Board of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exerciseDirectors.

Net Exercise. Notwithstanding any provisions herein to If during the contrary, if Exercise Period the fair market value of one share of the Company’s Preferred Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), and a registration statement covering the shares that are the subject of the Exercise Notice (the “Unavailable Exercise Shares”) or an exemption from registration is not available for the resale of the Unavailable Exercise Shares, 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 shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Stock Exercise Shares to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Exercise Shares with respect to which this Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) exercised A = the fair market value Fair Market Value (as defined below) of one share of the Company’s Preferred Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of this Warrant, the above calculation“Fair Market Value” of one share of Common Stock shall mean (i) the closing sales price for the shares of Common Stock on the 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 and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) on the last trading day prior to the Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the closing sales price reported by Bloomberg on the principal Trading Market for the Common Stock on the last trading day prior to the Exercise Date, 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 calculated as of such date on any of the foregoing bases, the fair market value of one share of Preferred Stock shall be as determined by the Company’s Board of Directors in good faith; provided, however, that of the Company in the event exercise of its good faith judgment. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that this Warrant is exercised the Exercise Shares issued in a net exercise pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share 2.1 shall be deemed to have been acquired by the product of (i) the per share offering price to the public of the Company’s initial public offeringHolder, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at holding period for the time of such exerciseExercise Shares shall be deemed to have commenced, on the date this Warrant was originally issued.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the CompanyCorporation’s Preferred 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 Corporation together with the properly endorsed Notice of Exercise in which event the Company Corporation shall issue to the Holder a number of shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Stock common stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the CompanyCorporation’s Preferred Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Common Stock shall mean, as of any date, (a) if the Common Stock is listed on a national securities exchange, the closing or opening price as reported for composite transactions for such date, (b) if the Common Stock is not so listed but is traded on the NASDAQ National Market or SmallCap Market, the closing or opening price as reported on the NASDAQ National Market or SmallCap Market on such date or, if no sale occurred on a trading day, then the mean between the highest bid and the lowest asked prices as of the close of business on such trading day, as reported on the NASDAQ National Market or SmallCap Market, (c) if the Common Stock is not traded on a national securities exchange or the NASDAQ National Market or SmallCap Market, but is otherwise traded over-the-counter, the arithmetic average of the highest bid and lowest asked prices on such date as quoted on the National Association of Securities Dealers Automated Quotation System or an equivalent generally accepted reporting service, (d) if the Corporation completes a transaction in which it ceases to be determined a publicly-traded company, the highest price paid to the Corporation’s stockholders (on a per share basis) for their Common Stock or (e) if none of the above apply, a determination made in good faith by the CompanyCorporation’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exerciseDirectors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Stock 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 cashin the manner provided above in Section 2(a), 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 notice of Exercise such election, in which event the Company shall issue to the Holder a number of shares of Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the The number of shares of Series F Preferred Stock to be issued to the Holder (rounded down to the nearest whole share) Holder. Y = the The number of shares of Series F Preferred Stock purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) exercise), or, if this Warrant is exercised in part, the number of shares for which this Warrant is then being exercised. A = The fair market value of one share of Series F Preferred Stock (at the date of exercise). B = The Warrant Price (in effect on the date of exercise). For purposes of this Section 2(e), fair market value of one share of the Company’s Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Series F Preferred Stock shall be determined in good faith by the Company’s 's Board of Directors in good faithDirectors; provided, however, that in (i) if the event that this Warrant exercise is exercised pursuant to this Section 2.2 done in connection with or contingent upon the Company’s initial public offering of its Common Stock's Initial Public Offering, the fair market value per share shall be the product of (ia) the per share offering price to public as set forth in the public of the Company’s initial public offering, final prospectus relating to such Initial Public Offering and (iib) the number of shares of Common Stock into which each share of Series F Preferred Stock is convertible at the time of exercise, or (ii) after a public offering of the Company's securities, if the class of the Company's stock for which this Warrant is then exercisable is traded on a national exchange or over-the-counter market, the fair market value per share shall be the product of (a) the price per share at which trading of the Company's stock closed on the exchange on which such stock is listed, on the last trading day prior to the date of exercise and (b) the number of shares of Common Stock into which each share of Series F Preferred Stock is convertible at the time of exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value In lieu of one share payment of the Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), described in lieu of exercising this Warrant by payment of cashSection 1, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Shares equal to the value (as determined below) of this Warrant (or any portion hereof by the portion thereof being canceled) by surrender of this Warrant or such portion to the Company, with the net issue election notice attached hereto as Exhibit B (the “Net Issuance Election Notice”) duly executed, at the principal office of the Company together with the properly endorsed Notice of Exercise as specified in which event Section 1. Thereupon, the Company shall issue to the Holder a such number of shares of Preferred Stock fully paid and nonassessable Shares as is computed using the following formula: where: X = Y (A-B) A Where X = the number of shares of Preferred Stock Shares to be issued to the Holder (rounded down pursuant to the nearest whole share) this Section 2. Y = the number of shares Shares covered by this Warrant in respect of Preferred Stock purchasable under which the Warrant or, if only a portion of the Warrant net issuance election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made pursuant to this Section 2. A = the fair market value of one share Share, as determined in accordance with the provisions of this Section 2. B = the Company’s Preferred Stock (Exercise Price in effect under this Warrant at the date of such calculation) B = Exercise Price (as adjusted time the net issuance election is made pursuant to the date of such calculation) this Section 2. For purposes of this Section 2, the above calculation“fair market value” per Share shall mean: i. If the class of Shares is traded on a national securities exchange or is listed on the Nasdaq National Market (the “NNM”) or other over-the-counter quotation system, the fair market value shall be the last reported sale price of one share a Share on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of Preferred Stock exercise of the net issuance election 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, the NNM or over-the-counter quotation system; and ii. If the class of Shares is not so listed and bid and ask prices are not reported, the fair market value shall be the price per Share which the Company could obtain from a willing buyer for Shares sold by the Company, as such price shall be determined in good faith by the Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exerciseDirectors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if during the Exercise Period the fair market value of one share of the Company’s Preferred 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 shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = Y= the number of shares of Preferred 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 canceled (at the date of such calculation) A = A= the fair market value of one share of the Company’s Preferred Common Stock (at the date of such calculation) B = B= the Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value value” of one share of Preferred Common Stock shall be determined mean (i) the average of the closing sales prices for the shares of Common Stock on the American Stock Exchange 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’s Board Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of Directors in good faith; providedsuch security) (collectively, however“Bloomberg“) for the 10 consecutive trading days immediately preceding such date, that (ii) if the American Stock Exchange is not the principal trading market for the shares of Common Stock, the 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 event that this Warrant over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg or, if no sales price is exercised pursuant to this Section 2.2 in connection with so reported for such security, the Company’s initial public offering last bid price of its Common Stocksuch security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the product Board of (i) the per share offering price to the public Directors of the Company’s initial public offering, and (ii) Company in the number exercise of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exerciseits good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred 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 the number of 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 in which event the Company shall issue to the Holder a number of shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred Common Stock (at the date of such calculation) B = the Exercise Price (as adjusted to the date of such calculationcalculation ) ST FINANCIAL GROUP, INC. 2 WARRANT For purposes of the above calculation, the fair market value of one share of Preferred Common Stock shall be: (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 Nasdaq National Market or Nasdaq Small Cap Market (the “Nasdaq”), the fair market value as of a specified day shall be the last reported sale price of Common Stock on such exchange or on Nasdaq 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 Nasdaq; (b) If the Common Stock is not so listed or admitted to unlisted trading privileges, the fair market value 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; (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value as of a specified day shall be determined in good faith by the Company’s Board of Directors in good faithof the Company; provided, however, that in or (d) If the event that this Warrant is exercised pursuant to this Section 2.2 in connection concurrently with the effectiveness of the Company’s initial public offering of its Common StockStock registered under the Act, 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 in such 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.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Warrant 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 in which event the Company shall issue to the Holder a number of shares of Preferred Warrant Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Warrant Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred Warrant Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Warrant Stock shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 2.1 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (ia) the per share offering initial “price to the public of public” per share specified in the Company’s final prospectus with respect to the initial public offering, and (iib) the number of shares of Common Stock into which each share of Preferred Warrant Stock is convertible at the time of such exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the CompanyCorporation’s Preferred 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 Corporation together with the properly endorsed Notice of Exercise in which event the Company Corporation shall issue to the Holder a number of shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the CompanyCorporation’s Preferred Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Common Stock shall mean, as of any date, (a) if the Common Stock is listed on a national securities exchange, the closing or opening price as reported for composite transactions for such date, (b) if the Common Stock is not so listed but is traded on the NASDAQ National Market or SmallCap Market, the closing or opening price as reported on the NASDAQ National Market or SmallCap Market on such date or, if no sale occurred on a trading day, then the mean between the highest bid and the lowest asked prices as of the close of business on such trading day, as reported on the NASDAQ National Market or SmallCap Market, (c) if the Common Stock is not traded on a national securities exchange or the NASDAQ National Market or SmallCap Market, but is otherwise traded over-the-counter, the arithmetic average of the highest bid and lowest asked prices on such date as quoted on the National Association of Securities Dealers Automated Quotation System or an equivalent generally accepted reporting service, (d) if the Corporation completes a transaction in which it ceases to be determined a publicly-traded company, the highest price paid to the Corporation’s stockholders (on a per share basis) for their Common Stock or (e) if none of the above apply, a determination made in good faith by the CompanyCorporation’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exerciseDirectors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Stock 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 shares of Preferred Stock computed using the following formula: X = Y (A-A - B) --------- X= A Where X = the Where: X= The number of shares of Preferred Stock to be issued to the Holder (rounded down pursuant to the nearest whole share) Y = the this net exercise; Y= The number of shares Shares in respect of Preferred Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the made; A= The fair market value of one share of the Company’s Preferred Stock (at the date of such calculation) B = time the net issue election is made; B= The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the fair market value of one share of Preferred Stock (or, to the extent all such Preferred Stock has been converted into the Company's Common Stock) as of a particular date shall be determined by as follows: (i) if traded on a securities exchange or through the Company’s Board Nasdaq National Market, the value shall be deemed to be the average of Directors in good faiththe closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; provided(ii) if traded over-the-counter, howeverthe 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, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, value shall be the fair market value per share shall be thereof, as determined in good faith by the product Board of (i) the per share offering price to the public Directors of the Company’s ; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial public offering, and "Price to Public" of one share of such Preferred Stock (ii) the number of shares of or Common Stock into which each share of Preferred Stock is convertible at the time issuable upon conversion of such exercisePreferred Stock) specified in the final prospectus with respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Stock 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 shares of Preferred Stock computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Preferred Stock to be issued to the Holder (rounded down pursuant to the nearest whole share) this net exercise; Y = the The number of shares Shares in respect of Preferred Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Preferred Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the fair market value of one share of Preferred Stock (or, to the extent all such Preferred Stock has been converted into the Company's Common Stock {the "Common Stock"}) as of a particular date shall be determined by as follows: (i) if traded on a securities exchange or through the Company’s Board Nasdaq National Market, the value shall be deemed to be the closing price of Directors in good faith; provided, however, the securities on such exchange on the trading day immediately preceding the date of delivery of the Notice of Exercise (it being understood that in the event that this original Warrant may be surrendered on the subsequent day if such original Warrant is exercised pursuant provided to this Section 2.2 in connection with an overnight courier service (eg, Federal Express); (ii) if traded over-the-counter, the Company’s initial 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); and (iii) if there is no active public offering of its market for the Common Stock, the value shall be the fair market value per share shall be thereof, as determined in good faith by the product Board of (i) the per share offering price to the public Directors of the Company’s ; provided, that, if the Warrant 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 public offering, and "Price to Public" of one share of such Preferred Stock (ii) the number of shares of or Common Stock into which each share of Preferred Stock is convertible at the time issuable upon conversion of such exercisePreferred Stock) specified in the final prospectus with respect to such offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Stock 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 shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Common Stock shall 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 determined by the Company’s 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 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 in good faith; provided, however, that in of the event that this Warrant is exercised pursuant to this Section 2.2 in connection with Company deems reliable. In the Company’s initial public offering absence of its such markets for the Common Stock, the fair market value per share shall be determined by the product Board of (i) the per share offering price to the public Directors 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 exerciseCompany in good faith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s '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 together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of 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 canceled (at the date of such calculation) A = the fair market value of one share of the Company’s 's Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Stock shall be determined by the Company’s 's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 2.1 in connection with the Company’s 's initial public offering pursuant to a registration statement under the Securities Act of 1933, as amended (the “IPO”) of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering's IPO, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise.

Net Exercise. Notwithstanding any provisions herein to If during the contraryExercise Period, if the fair market value of one share of the Company’s Preferred 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 shares of Preferred Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value value” of one share of Preferred Common Stock shall be determined 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’s Board Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of Directors in good faith; providedsuch security) (collectively, however“Bloomberg”) for the trading day immediately preceding such date, that or (ii) if the Nasdaq Global Market is not the principal trading market for the shares of Common Stock, the 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 event that this Warrant over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is exercised pursuant to this Section 2.2 in connection with so reported for such security, the Company’s initial public offering last bid price of its Common Stocksuch security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the product Board of (i) the per share offering price to the public Directors of the Company’s initial public offering, and (ii) Company in the number exercise of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exerciseits good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred '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 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 Preferred Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the "fair market value value" of one share of Preferred Common Stock shall be determined 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’s Board Company and reasonably acceptable to the holders if Bloomberg Financial Markets is not then reporting sales prices of Directors in good faith; providedsuch security) (collectively, however"Bloomberg") for the ten (10) consecutive trading days immediately preceding such date, that in or (ii) if the event that this Warrant Nasdaq National Market is exercised pursuant to this Section 2.2 in connection with not the Company’s initial public offering principal trading market for the shares of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public average of the Company’s initial public offering, and (ii) reported sales prices reported by Bloomberg on the number of shares of principal trading market for the Common Stock into which each share 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 Preferred Stock is convertible at the time foregoing applies, the last sales price of such exercise.security in the over-the-counter market on the pink sheets or bulletin board for

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred '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 may, commencing on May 12, 2004 and thereafter for the full term of this Warrant, 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 Preferred Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred 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 canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Common Stock shall be determined on any particular date (a) the last reported closing bid price per share of Common Stock on such date on the Nasdaq SmallCap Market (or the Nasdaq National Market, as the case may be), or (b) if there is no such price on such date, then the closing bid price on the Nasdaq SmallCap Market (or the Nasdaq National Market, as the case may be) on the date nearest preceding such date, or (c) if the Common Stock is not then listed or quoted on the Nasdaq SmallCap Market or the Nasdaq National Market, and if prices for the Common Stock are then reported in the "pink sheets" published by the Company’s Board National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of Directors in good faith; providedreporting prices), howeverthe most recent bid price per share of the Common Stock so reported, that in or (d) if the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering shares of its Common StockStock are not then publicly traded, the fair market value per of a share shall be of Common Stock as determined in good faith by the product Board of (i) the per share offering price to the public Directors 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.

Net Exercise. Notwithstanding any provisions herein anything contained in Section 2(a) above, the holder of the Warrant may also elect to exercise this Warrant on a “net exercise” basis by (i) the surrender of the Warrant, together with a completed Exercise Agreement indicating a net exercise, to the contrary, if the fair market value of one 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 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 Secretary of the Company together at its principal offices and (ii) full compliance with the properly endorsed Notice other applicable provisions of Exercise in which event this Warrant. Upon a “net exercise” of the Warrant, the Company shall issue to the Holder a number of shares of Preferred Common Stock computed using the following formula: X = Y (Y) (A-B) A Where Where: X = the number of shares of Preferred Common Stock to be issued to the Holder (rounded down to the nearest whole share) Holder. Y = the total number of shares of Preferred Common Stock purchasable under the Warrant issuable upon exercise of this Warrant, or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled exercised (at the date of such calculation) expressed as a fraction). A = the Fair Market Value Price of one share of Common Stock. B = Exercise Price. For purposes of this Warrant, the ‘Fair Market Value Price” of a share of Common Stock shall mean the average of the closing sales prices, if available, and, if not then available, the average of the bid and asked prices for the Common Stock, as applicable, on the principal market therefor for the five (5) Trading Days preceding the day which is two (2) business days prior to the day of exercise, or if no such price is available, then the fair market value shall be determined in good faith by a majority of one the Board of Directors (excluding any director nominated by or otherwise affiliated with the Holder or an affiliate of the Holder), and in making such determination it shall not give consideration to any discount related to shares representing minority interest or related to any illiquidity or lack of marketability of shares arising from restrictions on transfer under federal or state securities laws. If the Holder of the Warrant to be exercised disagrees with such determination of Fair Market Value Price, such Holder shall provide written notice to the Company thereof (a “Value Dispute”) and the Fair Market Value Price of a share of the Company’s Preferred Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value day of one share of Preferred Stock exercise shall be determined by the following procedures. Each of the Company, on the one hand, and the Holder submitting the Value Dispute, on the other hand, shall appoint an independent appraiser, each of whom shall independently determine the Fair Market Value Price per share of Common Stock (the “Appraised Values”). If the higher of the Appraised Values is not more than 25% higher than the lower of the Appraised Values, then the Fair Market Value Price per share will be the average of the two Appraised Values. If the higher of the Appraised Values is more than 25% higher than the lower of the Appraised Values, then the parties shall appoint a third independent appraiser who shall, within thirty (30) days following receipt of the Appraised Values, select one of the two Appraised Values as the Fair Market Value Price per share which is closest to the Fair Market Value Price per share determined by such third independent appraiser (the “Third Appraiser’s Board Determination”). The Third Appraiser’s Determination shall be binding on and non-appealable by the Company and the Holder of Directors the Warrant to be exercised. In the event of a Third Appraiser’s Determination, if the aggregate amount by which the Fair Market Value Price of the Warrant Shares being exercised exceeds the aggregate Exercise Price is less than $5,000,000, the cost of all independent appraisers shall be paid by the Holder, and if the amount of such excess is $5,000,000 or more, each of the Company and the Holder shall pay the costs of the independent appraiser approved by it and the cost of the third independent appraiser shall be split equally by the Company and the Holder. In calculating the aggregate value of the Warrant for purposes of the foregoing agreement regarding allocation of appraisal expenses, there shall be added to the aggregate value determined as described above, the aggregate value determined in good faith; providedconnection with the same procedure under any Warrant held by an affiliate of the Holder and exercised as of (or within three business days of) the exercise date of this Warrant. Notwithstanding the foregoing, however, that in the event that this the Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Common Stock in 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.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Stock Warrant Units 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 Warrant Units 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 shares of Preferred Stock Warrant Units computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Stock Warrant Units to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Stock Warrant Units purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Preferred Stock Warrant Units (at the date of such calculation) B = the Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Stock the Warrant Units shall be determined in reasonable good faith by the Board of Managers of the Company (using reasonable, generally accepted valuation techniques for companies in the Company’s Board of Directors in good faithindustry, taking into account recent equity financing activities and/or significant transactions involving the Company’s equity, as applicable, and without any minority, illiquidity or other similar discounts); provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stockthat, the fair market value per share Company shall be give the product of (i) the per share offering price Holder prompt written notice thereof following any such determination, together with reasonable data and documentation 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 support such exercisedetermination.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company’s Preferred Stock 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 Preferred Stock Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Preferred Stock Shares to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Preferred Stock Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share Share of the Company’s Preferred Stock Company (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Preferred Stock Share shall be determined by the Company’s 's Board of Directors or similar governing body in good faithfaith but shall in no event be less than the then-current liquidation value thereof; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s Company makes an initial public offering of its Common Stock, Shares the fair market value per share shall be the product of mean: (i) if the per share Warrant is being converted in connection with and contingent upon a public offering price of the Shares, and if the Company's registration statement relating to such public offering has been declared effective by the U.S. Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering; or (ii) if the Warrant is not being converted in connection with and contingent upon a public offering of the Company’s initial public offering's securities, then as follows: (x) if traded on a securities exchange or the NASDAQ National Market, the fair market value of the Shares shall be deemed to be the average of the closing or last reported sale prices of the Shares on such exchange or market over the 30-day period ending five business days prior to the date of calculation, or (y) if otherwise traded in an over-the-counter market, fair market value of the Shares shall be deemed to be the average of the closing bid and (ii) ask prices of the number Shares over the 30-day period ending five business days prior to the date of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercisecalculation.