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 Corporation's Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation'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 Corporation's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in a public market, the fair market value per share shall be closing sales price of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Stock Exercise Shares issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Preferred Stock Exercise Shares 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 Y = the number of shares of Preferred Stock Exercise 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 of Exercise Share purchasable under the Corporation's Preferred Stock Warrant (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 Exercise Share shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised for Common Stock pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock Exercise Share issuable pursuant to this Warrant hereunder is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s Common Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation's Preferred Company’s Common Stock purchasable under the Warrant (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 the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when 1.1 in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock Common Stock issuable pursuant to this Warrant hereunder is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 Series A 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 Corporation Company together with the properly endorsed Notice notice of Exercise such election, in which event the Corporation Company shall issue to the Holder holder hereof a number of shares of Preferred Series A Common Stock computed using the following formula: Y (A - B) ----- X = Y (A-B) ------- A Where Where: X = the The number of shares of Preferred Series A Common Stock to be issued to the Holder pursuant to this net exercise option; 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 Corporation's Preferred Series A Common 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 4.3, the fair market value of one share of Preferred Series A Common Stock as of a particular date shall be determined by as follows: (i) if traded on a securities exchange or through the Corporation's Board Nasdaq National Market, the value shall be deemed to be the average of Directors in good faiththe closing bid or sales prices whichever is applicable 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, however, that in the event that this Warrant value shall be deemed to be the average of the closing bid or sale prices (whichever is exercised pursuant applicable) over the thirty (30) day period ending three (3) days prior to this Section 2.1 at a time when the Corporation's Common Stock net exercise; and (iii) if there is traded in a no active public market, the value shall be the fair market value per share shall be closing sales price thereof, as determined in good faith by the Board of Directors of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) oneCompany; provided, that, if the Warrant is exercisable for Common Stockbeing exercised upon the closing of the IPO, or (ii) the number value will be the initial "Price to Public" of shares one share of such Series A Common Stock into which each share of specified in the class of stock issuable pursuant final prospectus with respect to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stockoffering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cashAlternatively, the Holder may elect exercise, in whole or in part, the purchase rights evidenced hereby by: (i) surrendering this Warrant, together with a notice of exercise in the form attached as Exhibit A hereto, to receive shares the Company at its principal offices; and (ii) receiving such lesser number of Preferred Shares calculated in accordance with the formula below representing the satisfaction of the payment to the Company of an amount equal to the value aggregate Exercise Price for the number of Preferred Shares being purchased. In the event a Holder chooses to exercise the purchase rights evidenced hereby in accordance with this Section 6(b) (as determined below) of this Warrant (or a “Net Exercise”), the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with the properly endorsed Notice of Exercise in which event the Corporation 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 where: X = the number of shares of Preferred Stock Shares to be issued to the Holder Y = 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 number of the Preferred Shares for which this Warrant is being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Corporation's Preferred Stock 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 Section 6(b), the fair market value of one share of a Preferred Stock Share shall be determined by the Corporation's Board average of Directors in good faith; provided, however, that the closing prices of the Preferred Shares (or a number of Common Shares into which the Preferred Shares are convertible) quoted (i) in the event that this Warrant is exercised pursuant over-the-counter market in which the Preferred Shares (or Common Shares) are traded, or (ii) on any exchange or electronic securities market on which the Preferred Shares (or Common Shares) are listed for trading, as applicable, for the 30 trading days prior to this Section 2.1 at a the date of determination of fair market value (or such shorter period of time when during which such Preferred Shares (or Common Shares) were traded over-the-counter or on such exchange). If the Corporation's Preferred Shares (or Common Stock is Shares) are not traded in a public on the over-the-counter market, an exchange or an electronic securities market, the fair market value per share of a Preferred Share shall be closing sales price of the Common Stock as reported determined by such market for the business day immediately proceeding the date of exercise multiplied by dividing: (i) onethe cash price at which a willing seller would sell and a willing buyer would buy all of the issued and outstanding Preferred Shares in a transaction negotiated at arm’s length by unaffiliated third parties, if the Warrant is exercisable for Common Stockeach being apprised of and considering all relevant facts, circumstances and factors, and neither acting under compulsion or time constraints, by (ii) the number of shares then issued and outstanding Preferred Shares. In the case of Common Stock into which each share any determination of the class fair market value of stock issuable the Preferred Shares pursuant to this Warrant is convertible at the time Section 6(b), fair market value shall not include any discount (i) by reason of such exercisePreferred Shares representing a minority interest, or (ii) to reflect the fact that such Preferred Shares are illiquid and subject to the restrictions on transfer set forth in this Warrant and the Shareholders Agreement. If the Company and the Holder cannot agree on the fair market value of a Preferred Share within 30 days after the date upon which the Holder surrenders this Warrant, together with a notice of exercise in the form attached as Exhibit A hereto, to the Company at its principal offices (the “Negotiation Period”), the valuation shall be made by an appraiser of nationally recognized standing designated jointly by the Company and the Holder within ten days after the expiration of the Negotiation Period or, if they cannot so agree on an appraiser, such dispute shall be promptly referred to the Warrant is exercisable for shares AAA and an appraiser of nationally recognized standing shall be appointed thereby. The valuation shall be made by such appraiser within 20 days of its designation by the Corporation's capital stock other than Common StockAAA. Any valuation made by an appraiser under this Section 6(b) shall be determinative of such value and binding upon the Company and the Holder. The cost of such valuation shall be borne equally by the Company and the Holder, but each party shall bear its own legal expenses, if any, incurred in connection therewith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 Corporation 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 Corporation 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 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 Corporation'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 Corporation's 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 in connection with the consummation of the Company’s sale of its Common Stock or other securities in the Company’s first underwritten public offering pursuant to this Section 2.1 at an effective registration statement under the Securities Act of 1933, as amended (other than a time when registration statement relating either to sale of securities to employees of the Corporation's Common Stock is traded in Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (such public marketoffering, the “Initial Public Offering”), the fair market value per share Share shall be closing sales the per share offering price to the public of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockInitial Public Offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, immediately following an IPO, if the fair market value of one share of the Corporation's Preferred Company’s Common Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 Shares to be issued to the Holder 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 Corporation's Preferred Company’s Common Stock purchasable under the Warrant (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 per share of Preferred Common Stock shall be determined by the Corporation's Board average of Directors in good faith; providedthe closing prices of the Common Stock, however, that in on the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's securities exchange on which such Common Stock is traded in following the Initial Public Offering, for five trading days immediately prior to the exercise date. If the Common Stock is traded on other than a public marketsecurities exchange, then the fair market value per share shall be closing sales price of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share shall be determined in good faith by the Company’s Board of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockDirectors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 Corporation's 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 Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when 2.2 in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Preferred Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Preferred Stock Exercise Shares 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 Y = the number of shares of Preferred Stock Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Corporation's Preferred Stock Exercise Share (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 Exercise Share shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when 2.2 in connection with the Corporation's Initial Offering of the Company’s Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public in the Initial Offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Exercise Share is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Stock Exercise 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Preferred Stock Exercise Shares 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 Y = the number of shares of Preferred Stock Exercise 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 of the Corporation's Preferred Stock Company’s Exercise Shares (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 the Exercise Shares shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share of Exercise Shares shall be closing sales the per share offering price to the public of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockCompany’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 Corporation Company together with the properly endorsed Notice notice of Exercise such election, in which event the Corporation Company shall issue to the Holder holder hereof a number of shares of Preferred Stock computed using the following formula: X = Y (AY(A-B) ------- ------ X= A Where X = the The number of shares of Preferred Stock to be issued to the Holder pursuant to 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 Corporation'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, Common Stock to the extent all such Preferred Stock has been converted into the Company's Common Stock) as of a particular date shall be determined in good faith by the Corporation's Board of Directors in good faithof the Company; provided, howeverthat, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in a public market, the fair market value per share shall be closing sales price of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for being exercised upon the closing of the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, the value will be the initial "Price to Public" of one share of such Preferred Stock (or Common Stock issuable upon conversion of such Preferred Stock, or ) specified in the final prospectus with respect to such offering and (ii) if there is a public trading market for the number of shares of Company's Preferred Stock (or Common Stock into which each share of Stock) the class of stock issuable pursuant to this Warrant is convertible at value will be the time closing price of such shares on the day before the date of exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s Series A 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Preferred Series A Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Preferred Series A Stock to be issued to the Holder Y = the number of shares of Preferred Series A 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 Corporation's Preferred Series A 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 Series A Stock shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the product of (a) the initial “price of to the Common Stock as reported by such market for public” per share specified in the business day immediately proceeding final prospectus with respect to the date of exercise multiplied by initial public offering, and (i) one, if the Warrant is exercisable for Common Stock, or (iib) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Series A Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Warrant Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue or cause to be issued 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 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 Warrant Stock purchasable under the Corporation's Preferred Stock Warrant (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 Corporation's Board of Directors be: (i) If exercised in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in connection with a public marketoffering, the fair market value per share of the Warrant Stock shall be closing sales the offering price to the public in connection with the public offering; (ii) If traded on a securities exchange, the fair market value of the Common Warrant Stock as reported by shall be deemed to be the average of the closing prices of the Warrant Stock on such exchange over the five trading days immediately prior to exercise date; and (iii) If there is no public market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each fair market value shall be the price per share of Warrant Stock as determined in good faith by the class Company’s Board of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockDirectors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 Corporation Company together with the properly endorsed Notice notice of Exercise such election, in which event the Corporation 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 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 Corporation'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 CorporationCompany's Board of Directors in good faithDirectors; provided, however, that (i) if the exercise is done in connection with or contingent upon the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the CorporationCompany's Common Stock is traded in a public marketInitial Public Offering, the fair market value per share shall be closing sales the product of (a) the price of to public as set forth in the Common Stock as reported by final prospectus relating to such market for the business day immediately proceeding the date of exercise multiplied by Initial Public Offering and (i) one, if the Warrant is exercisable for Common Stock, or (iib) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Series F Preferred Stock is convertible at the time of such 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 for 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 Corporation's capital stock other than Common Stocktime of exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Company’s Series B 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Series B Preferred Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Series B Preferred Stock to be issued to the Holder Y = the number of shares of Series B 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 Corporation's Company’s Series B 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 B Preferred Stock shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Series B Preferred Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 Corporation Company together with the properly endorsed Notice notice of Exercise such election, in which event the Corporation 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) ------- A Where Where: X = the The number of shares of Preferred Stock to be issued to the Holder pursuant to 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 Corporation'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 shall be determined by (or, to the Corporation's Board of Directors in good faith; provided, however, that in extent all such Preferred Stock has been converted into the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Company’s Common Stock is traded in a public marketStock, the fair market value per of one share of Common Stock) as of a particular date shall be closing sales price of the Common Stock determined as reported by such market for the business day immediately proceeding the date of exercise multiplied by follows: (i) oneif 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 Board of Directors of the Company; provided, that, if the Warrant is exercisable for Common Stockbeing exercised upon the closing of the IPO, the value will be the initial “Price to Public” of one share of such Preferred Stock (or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time upon conversion of such exercise, if Preferred Stock) specified in the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stockfinal 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 Corporation'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 Corporation Company together with the properly endorsed Notice notice of Exercise such election, in which event the Corporation Company shall issue to the Holder a number of shares of Preferred Stock computed using the following formula: X = Y (AY(A-B) ------- ------ A Where X = the The number of shares of Series F Preferred Stock to be issued to the Holder 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 Corporation'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 CorporationCompany's Board of Directors in good faithDirectors; provided, however, that (i) if the exercise is done in connection with or contingent upon the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the CorporationCompany's Common Stock is traded in a public marketInitial Public Offering, the fair market value per share shall be closing sales the product of (a) the price of to public as set forth in the Common Stock as reported by final prospectus relating to such market for the business day immediately proceeding the date of exercise multiplied by Initial Public Offering and (i) one, if the Warrant is exercisable for Common Stock, or (iib) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Series F Preferred Stock is convertible at the time of such 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 for 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 Corporation's capital stock other than Common Stocktime of exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 Corporation Company, together with the properly endorsed Notice of Exercise in the form annexed hereto, in which event the Corporation shall Company 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 pursuant to 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 Corporation'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, 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 determined by effective upon the Corporation's Board closing of Directors in good faith; providedsuch Change of Control, howeversubject to due, that in the event that proper and prior surrender of this Warrant and the closing of the Change of Control; or (iii) if the exercise is exercised pursuant to this Section 2.1 at a time when other than in connection with subsections (i) or (ii) above and the Corporation's Common Stock is Shares are not traded in a public marketon the over-the-counter market or on an exchange, the fair market value per share shall be closing sales price determined in good faith by the Company’s Board of Directors (the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock“Board”).

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth belowexercise), 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 Corporation together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation'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 Corporation's Board of Directors in good faithfaith as of the date of exercise; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Corporation's initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Preferred Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation's Preferred Company’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 by mean the Corporation's Board average of Directors in good faith; provided, however, that the closing bid and asked prices of Common Stock quoted in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when over-the-counter market in which the Corporation's Common Stock is traded or the closing price quoted on any exchange on which the Common Stock is listed, whichever is applicable, as published in a public marketthe Western Edition of The Wall Street Journal for the ten (10) trading days prior to the date of determination of fair market value (or such shorter period of time during which such stock was traded over-the-counter or on such exchange). If the Common Stock is not traded on the over-the-counter market or on an exchange, the fair market value shall be the price per share that the Company could obtain from a willing buyer for Common Stock sold by the Company from authorized but unissued shares, as such price shall be closing sales price determined in good faith by the Company’s Board of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockDirectors.

Net Exercise. Notwithstanding any provisions herein to If during the contrary, if Exercise Period the fair market value of one share of the Corporation'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 may, at its election, 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 Corporation Company, together with the properly endorsed Notice of Exercise Exercise, in which event the Corporation Company shall issue to the Holder a number of shares of Preferred Common Stock computed using the following formula: X [ * ] = Y (A-B) ------- A CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Where X = the number of shares of Preferred Stock Exercise Shares to be issued to the Holder 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 Corporation's Preferred Company’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 Stock shall be determined by the Corporation's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in a public market, the fair market value per share shall be closing sales price of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.)

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of cash exercising this Warrant by payment of cashWarrant, the Holder holder of this Warrant 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 Corporation Company together with the properly endorsed Notice notice of Exercise such election, in which event the Corporation Company shall issue to the Holder holder hereof a number of shares of Preferred Stock common stock computed using the following formula: X = Y (A-B) ------- A Where X = the The number of shares of Preferred Stock common stock to be issued to the Holder holder of this Warrant. Y = the The number of shares of Preferred Stock 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) this Warrant. A = the The fair market value of one share of the CorporationCompany's Preferred Stock (at common stock on the date of such calculation) the net issuance election is made. B = The Exercise Price (as adjusted to the date of such calculation) net exercise). For purposes of the above calculationthis Section 5, the fair market value of one share of Preferred Stock common stock as of a particular date shall be determined by as follows: (i) if traded on a securities exchange or through the Corporation'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, however, that in the event that this Warrant value shall be deemed to be the average of the closing bid or sale prices (whichever is exercised pursuant applicable) over the thirty (30) day period ending three (3) days prior to this Section 2.1 at a time when the Corporation's Common Stock net exercise; and (iii) if there is traded in a no active public market, the value shall be the fair market value per share shall be closing sales price thereof, as determined in good faith by the Board of Directors of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) oneCompany; provided that, if the Warrant is exercisable for Common Stockbeing exercised upon the closing of the initial public offering, or (ii) the number value will be the initial "Price to Public" of shares of Common Stock into which each one share of such common stock specified in the class of stock issuable pursuant final prospectus with respect to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stockoffering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 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 Corporation Company together with the properly endorsed Notice notice of Exercise such election, in which event the Corporation Company shall issue to the Holder holder hereof a number of shares of Preferred Common Stock computed using the following formula: X = Y (AY(A-B) ------- A Where X = the ------ A Where: X= The number of shares of Preferred Common Stock to be issued to the Holder Y = the pursuant to this net exercise; Y= The number of shares Warrant Shares in respect of Preferred Stock purchasable under which the Warrant ornet issue election is made, 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 A= The Fair Market Value of one share of the Corporation's Preferred Common 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 Fair Market Value of one share of Preferred Common Stock as of a particular date shall be as determined by pursuant to Section 4(b) of the Corporation's Board of Directors in good faithWarrant Agreement; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in a public market, the fair market value per share shall be closing sales price of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethat, if the Warrant is exercisable for Common Stockbeing exercised upon the closing of the Company's initial public offering, or (ii) the number value will be the initial "Price to Public" of shares one share of Common Stock into which each share of the class of stock (issuable pursuant to this Warrant is convertible at the time upon conversion of such exercise, if Preferred Stock) specified in the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stockfinal 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 CorporationCompany'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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 CorporationCompany'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 CorporationCompany's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at in connection with the Company's initial public offering pursuant to a time when registration statement under the Corporation's Securities Act of 1933, as amended (the “IPO”) of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company's IPO, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Preferred Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

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 Corporation's Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect for Units to receive shares equal to the value (as determined below) of be exercised under this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation together with the properly endorsed Notice of Exercise in which event the Corporation shall issue to “Net Exercise”). If the Holder a number of shares of Preferred Stock computed using elects the Net Exercise method, the Company will issue Warrant Units in accordance with 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 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 Corporation'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 Corporation'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 2.1 at a time when the Corporation's Common Stock is traded in a public over-the-counter market, the fair market value per share of the Units shall be closing sales the highest price per Unit which the Company could obtain from a willing buyer (other than an employee, director or “Affiliate” of the Company, as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) for 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 as reported by specified in the final prospectus with respect to the offering, giving effect to the conversion mechanism with respect to such market for conversion of the business day immediately proceeding Units to Common Stock; if the date of exercise multiplied by is not in connection with a public offering, and: if the Units (i) oneor the Common Stock, if the Warrant is exercisable for 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 (ii) or the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exerciseStock, if the Warrant is exercisable for shares 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 Corporation's capital stock other than closing bid and asked prices quoted on the 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 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 the Warrant, the fair market value of such property (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 Corporation'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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation'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 the Corporation's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in a public market, the fair market value per share shall be closing sales bid price of the Common Stock as reported by such market for on the Nasdaq National Market ("Nasdaq") on the last business day immediately proceeding preceding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stockof this warrant, or (ii) if Nasdaq is not the number of shares of Common Stock into which each share of principal trading market for such security, the class of stock issuable pursuant to this Warrant is convertible at the time last closing bid price of such exercise, if security on the Warrant principal securities exchange or trading market where such security is exercisable for shares of the Corporation's capital stock other than Common Stocklisted or traded.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Company’s Series B 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Series B Preferred Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Series B Preferred Stock to be issued to the Holder Y = the number of shares of Series B 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 Corporation's Company’s Series B 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 B Preferred Stock shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Series B Preferred Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of the Corporation's Preferred Stock Share is greater than the Exercise Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise Exercise, in which event the Corporation 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 Where: X = the number of shares of Preferred Stock Shares to be issued to the Holder 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 of the Corporation's Preferred Stock Share (at the date of such calculation) B = Exercise the Warrant Price (as adjusted to the date of such calculation) For purposes of the above calculationthis Warrant, the fair market value of one share of Preferred Stock Share (the "Fair Market Value") shall be determined by mean, with respect to each such Share, (A) if the Corporation's Board of Directors exercise is in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in a connection with an initial public market, the fair market value per share shall be closing sales price offering of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Company's Common Stock, or and if the Company's registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the Fair Market Value shall be the product of (iix) the initial "Price to Public" per share specified in the final prospectus with respect to the offering and (y) as applicable, the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant such Share is convertible at the time date of calculation; (B) if this Warrant is exercised after, and not in connection with, the initial public offering of the Company's Common Stock, and if the Company's Common Stock is traded on a securities exchange or actively traded over-the-counter: (1) if the Company's Common Stock is traded on a securities exchange, the Fair Market Value shall be deemed to be the product of (x) the average of the closing prices over the 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible on such date; or (2) if the Company's Common Stock is actively traded over-the-counter, the Fair Market Value shall be deemed to be the product of (x) the average of the closing bid or sales price (whichever is applicable) over the 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible on such date; or (C) if neither (A) nor (B) is applicable, the Fair Market Value of such exercise, if share shall be determined by the Warrant is exercisable for shares Company's Board of the Corporation's capital stock other than Common StockDirectors in good faith.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 Corporation Company together with the properly endorsed Notice notice of Exercise such election, in which event the Corporation 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 C Preferred Stock (or Common Stock) to be issued to the Holder Holder. Y = the The number of shares of Series C Preferred Stock (or Common 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 C Preferred Stock (or Common Stock) at the date of exercise. B = The Warrant Price (in effect on the date of exercise). For purposes of this Section 2(c), fair market value of one share of the Corporation'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 C Preferred Stock shall be determined in good faith by the CorporationCompany's Board of Directors in good faithDirectors; provided, however, that (i) if the exercise is done in connection with or contingent upon the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the CorporationCompany's initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the product of (a) the price of to public as set forth in the Common Stock as reported by final prospectus relating to such market for the business day immediately proceeding the date of exercise multiplied by initial public offering and (i) one, if the Warrant is exercisable for Common Stock, or (iib) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Series C Preferred Stock is convertible at the time of such exercise, or (ii) after the initial public offering of the Company's Common Stock, if the Warrant Company's Common Stock is exercisable for shares traded on a national exchange or over-the-counter market, the fair market value per share shall be the average price per share at which trading of the CorporationCompany's capital Common Stock closed on the exchange on which such stock other than Common Stockis listed, on the thirty (30) consecutive trading days ending one (1) trading day prior to the date of exercise.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation's Preferred Company’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 mean the average of the closing bid and asked prices of Common Stock quoted in the over-the-counter market in which the Common Stock is traded or the closing price quoted on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the ten (10) trading days prior to the date of determination of fair market value (or such shorter period of time during which such stock was traded over-the-counter or on such exchange). If the Common Stock is not traded on the over-the-counter market or on an exchange, the fair market value shall be the price per share that the Company could obtain from a willing buyer for Common Stock sold by the Company from authorized but unissued shares, as such price shall be determined in good faith by the Corporation's Company’s Board of Directors in good faithDirectors; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the per share offering price to the public of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockCompany’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 in exchange for the surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Preferred Common Stock computed using the following formula: X = X= Y (A-B) ------- A Where Where: X = the number of shares of Preferred Common Stock to be issued to the Holder 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 Corporation'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 the Corporation's Company’s Board of Directors in good faithfaith and taking into account any recent and relevant third-party “409A” valuations, option grants or other issuances of capital stock; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketunder the Act (an “IPO”), the fair market value per share shall be closing sales the per share offering price of to the Common Stock as reported by such market for public in the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockIPO.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation'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 Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Preferred Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation'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 Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the product of (a) the initial “price of to the Common Stock as reported by such market for public” per share specified in the business day immediately proceeding final prospectus with respect to the date of exercise multiplied by initial public offering, and (i) one, if the Warrant is exercisable for Common Stock, or (iib) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Stock Exercise Share 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Preferred Stock Exercise Shares 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 Y = the number of shares of Preferred Stock Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Corporation's Preferred Stock Exercise Share (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 Exercise Share shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in that (a) where a public marketmarket exists for the Company’s common stock at the time of such exercise, the fair market value per share Exercise Share shall be closing sales price the product of (x) the average of the Common Stock closing bid prices of the common stock or the closing price quoted on the national securities exchange on which the common stock is listed as reported by such market published in the Wall Street Journal for the business five (5) trading day immediately proceeding period ending five (5) trading days prior to the date of exercise multiplied by determination of fair market value and (i) one, if the Warrant is exercisable for Common Stock, or (iiy) the number of shares of Common Stock common stock into which each share of the class of stock issuable pursuant to this Warrant Exercise Share is convertible at the time of such exercise, as applicable; and (b) if the Warrant is exercisable for exercised in connection with the Company’s initial public offering of common stock, the fair market value per Exercise Share shall be the product of (x) the per share offering price to the public of the Company’s initial public offering and (y) the number of shares of common stock into which each Exercise Share is convertible at the Corporation's capital stock other than Common Stocktime of such exercise, as applicable.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation'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 the CorporationCompany's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the CorporationCompany's initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company's initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Common Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s Common Stock issuable hereunder is PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 Shares to be issued to the Holder 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 Corporation's Preferred Company’s Common Stock purchasable under the Warrant (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 per share of Preferred Common Stock shall be determined by the Corporation's Board average of Directors in good faith; providedthe closing prices of the Common Stock, however, that in on the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's securities exchange on which such Common Stock is traded in following the Securities Act of 1933, as amended (the “Act”) (the “Initial Public Offering”), for five trading days immediately prior to the exercise date. If the Common Stock is not then traded on a public marketsecurities exchange, then the fair market value per share shall be closing sales price of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share shall be determined in good faith by the Company’s Board of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockDirectors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation'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 Corporation Company together with the properly served endorsed Notice of Exercise in which event the Corporation 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 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 Corporation'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 the CorporationCompany's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the CorporationCompany's initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the per share offering price to the public of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the CorporationCompany's capital stock other than Common Stockinitial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Company’s Series 1 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Series 1 Preferred Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Series 1 Preferred Stock to be issued to the Holder Y = the number of shares of Series 1 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 Corporation's Company’s Series 1 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 1 Preferred Stock shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at in connection with the Company’s initial public offering pursuant to a time when registration statement under the Corporation's Securities Act of 1933, as amended (the “IPO”) of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s IPO, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Series 1 Preferred Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if during the Exercise Period the fair market value of one share of the Corporation'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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation's Preferred Company’s 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 Corporation'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 2.1 at a time when so reported for such security, the Corporation's Common Stock is traded in a public marketlast 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 per share shall be closing sales price as determined by the Board of Directors of the Common Stock as reported by such market for Company in the business day immediately proceeding the date exercise of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stockits good faith judgment.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect 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 Corporation Company together with the properly endorsed Notice of Election to Exercise in which event the Corporation 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 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 Corporation's Preferred Company’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 by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when 3(b) in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the per share offering price to the public of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockCompany’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares of Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue or cause to be issued to the Holder a number of shares of Preferred Stock Exercise Shares 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 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 Stock purchasable under the Corporation's Preferred Stock Warrant (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 Corporation's Board of Directors be: (i) If exercised in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in connection with a public marketoffering, the fair market value per share of the Stock shall be closing sales the offering price to the public in connection with the public offering; (ii) If traded on a securities exchange, the fair market value of the Common Stock as reported by shall be deemed to be the average of the closing prices of the Stock on such exchange over the five trading days immediately prior to exercise date; and (iii) If there is no public market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each fair market value shall be the price per share of Stock as determined in good faith by the class Company’s Board of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares Directors and all holders of the Corporation's capital stock other than Common StockWarrants then outstanding.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one (1) share of the Corporation's 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 = X= the number of shares of Preferred Stock to be issued to the Holder Y = 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 = A= the fair market value of one (1) share of the Corporation's Company’s Preferred Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one (1) share of Preferred Stock shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that that: (a) in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Preferred Stock is convertible at the time of such exercise, if ; (b) in the event that this Warrant is exercisable for shares exercised pursuant to this Section 2.1 while the Company’s Common Stock is publicly traded, the fair market value per share shall be the closing price of the Corporation's capital stock other than Company’s Common StockStock as quoted by NASDAQ or listed on any exchange, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of the Holder’s election hereunder; or (c) in the event that this Warrant is exercised in connection with a Corporate Event or Qualified Corporate Event (each as defined in Section 7), then the fair market value of one (1) share of Preferred Stock shall be equal to the per share price paid to the Company’s stockholders for each share of the Company’s Preferred Stock in such Corporate Event or Qualified Corporate Event (the “Merger Payment”). In the event that such Merger Payment includes any earn-outs, deferred payments or similar future contingent payments (the “Future Payments”), the value of such Future Payments for the purpose of calculating the Merger Payment shall be determined in good faith by the Company’s Board of Directors.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation's Preferred Company’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 by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when 2 in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the per share offering price to the public of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockCompany’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation's 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 Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Preferred Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender delivery of this Warrant at the principal office of the Corporation together with the properly endorsed Notice of Exercise in which event the Corporation 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 Exercise Shares to be issued to the Holder Y = the number of shares of Preferred Stock purchasable under Exercise Shares for which the Holder has elected to exercise this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Corporation's Preferred Stock Exercise Share (at the date of such calculationexercise) B = Exercise Price in effect (as adjusted to the date of such calculationexercise) For purposes of the above calculation, the fair market value of one share of Preferred Stock Exercise Share shall be determined by the Corporation's Board Company’s board of Directors directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share Exercise Share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Preferred Stock is convertible at the time of such exercise. In the event the Company consummates an initial public offering during the Exercise Period, immediately prior to the closing of the Company’s initial public offering, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares issuable under this Warrant would then be convertible, so long as such shares, if the Warrant is exercisable for such Exercise Shares had been exercised prior to such offering, would have been converted into shares of the Corporation's capital stock other Company’s Common Stock pursuant to the automatic conversion provisions (or otherwise) of the Company’s Amended and Restated Certificate of Incorporation. In the event this Warrant remains unexercised in whole or in part at the expiration of the Exercise Period and the fair market value of one Exercise Share is greater than Common Stockthe Exercise Price (at such time), this Warrant shall be deemed to be exercised automatically to the extent then exercisable for Exercise Shares pursuant to the provisions of this Section 2.1, without any further action on behalf of the Holder or the Company, immediately prior to the expiration of the Exercise Period.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 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 Corporation'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 Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the product of (a) the initial “price of to the Common Stock as reported by such market for public” per share specified in the business day immediately proceeding final prospectus with respect to the date of exercise multiplied by initial public offering, and (i) one, if the Warrant is exercisable for Common Stock, or (iib) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation 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 Where: X = the number of shares of Preferred Common Stock to be issued to the Holder (not to exceed the number of Exercise Shares) Y = the number of shares of Preferred Common Stock purchasable under the Warrant (not to exceed the number of Exercise Shares) or, if only a portion of the Warrant is being exercised, the portion (not to exceed the number of Exercise Shares) of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Corporation's Preferred Company’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 by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is net issue exercised pursuant to this Section 2.1 at a time when 2.3 in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the per share offering price to the public of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockCompany’s initial public offering.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Series B-1 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 in exchange for the surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Series B-1 Preferred Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Series B-1 Preferred Stock to be issued to the Holder Y = the number of shares of Series B-1 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 Corporation's Series B-1 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 B-1 Preferred Stock shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales price the product of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) onethe per share offering price to the public of the Company’s initial public offering, if the Warrant is exercisable for Common Stock, or and (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant Series B-1 Preferred Stock is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common Stock.

Net Exercise. Notwithstanding any provisions herein to Upon the contraryearlier of (i) the closing of a Change of Control (as defined in the Notes) and (ii) the effective date of a registration statement filed under the Act for an IPO (as defined in the Notes), if the fair market value of one share of the Corporation's Preferred Stock Exercise Share 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 Corporation Company together with the properly endorsed Notice of Exercise in which event the Corporation Company shall issue to the Holder a number of shares of Preferred Stock Exercise Shares 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 Y = the number of shares of Preferred Stock Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being canceled cancelled (at the date of such calculation) A = the fair market value of one share of the Corporation's Preferred Stock Exercise Share (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 Corporation's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at in connection with a time when the Corporation's Common Stock is traded in a public marketChange of Control, the fair market value per share shall be closing sales price the value of the Common Stock as reported by such market consideration payable for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares each share of Common Stock into which each share in such Change of Control, and in the class of stock issuable pursuant to event that this Warrant is convertible at exercised in connection with an IPO, the time of fair market value per share shall be the per share offering price to the public in such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockIPO.

Net Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Corporation's Preferred Stock Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), then, in lieu of exercising this Warrant by payment of cashas provided in Section 2.1, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) may, by surrender of this Warrant at the principal office of the Corporation Company together with the properly endorsed Notice of Exercise in which event Exercise, elect to receive the Corporation shall issue to the Holder a number of shares of Preferred Stock Exercise Shares 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 Holder; Y = the number of shares of Preferred Stock Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) ); A = the fair market value of one share of the Corporation's Preferred Stock Exercise Share (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 Exercise Share shall be determined by the Corporation's Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when 2.2 in connection with the Corporation's Company’s initial public offering of its Common Stock is traded in a public marketStock, the fair market value per share shall be closing sales the per share offering price to the public of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) one, if the Warrant is exercisable for Common Stock, or (ii) the number of shares of Common Stock into which each share of the class of stock issuable pursuant to this Warrant is convertible at the time of such exercise, if the Warrant is exercisable for shares of the Corporation's capital stock other than Common StockCompany’s initial public offering.