Common use of Net Exercise Clause in Contracts

Net Exercise. In lieu of cash exercising this Warrant, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = A Where X = The number of shares of Common Stock to be issued to the Holder. Y = The number of shares of Common Stock purchasable under this Warrant. A = The fair market value of one share of the Company's Common Stock on the date the net issuance election is made. B = The Exercise Price (as adjusted to the date of such net exercise). For purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: Y (A - B) --------- X = A Where Where: X = The number of shares of Common Stock Warrant Shares to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Warrant Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of Warrant Share at the Company's Common Stock on the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to 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 and offer prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 3(a), 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = A Where X = The number of shares of Common Stock to be issued to the Holder. Y = The number of shares of Common Stock purchasable under this Warrant. (Y(A-B))/A A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance exercise election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 53(b), the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Stock Market, the value shall be deemed to be the average of the closing prices of the securities Common Stock on such exchange over the thirty (30) day period ending three (3) days one day prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days one day prior to the net exerciseexercise election; 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.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty twenty (3020) day period ending three (3) days prior to the net exercise election; (ii) if actively traded over-the-the- counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty twenty (3020) 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.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: X = A Where Where: X = The number of shares of Common Stock Warrant Shares to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Warrant Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of Warrant Share at the Company's Common Stock on the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market or the Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing sale prices of the securities on such exchange over the thirty five (305) trading day period ending three (3) days one day prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty five (305) trading day period ending three (3) days one day prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Series A Common Stock computed using the following formula: Y (A - B) ----- X = A Where Where: X = The number of shares of Series A Common Stock to be issued to the Holder. Holder pursuant to this net exercise option; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Series A Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 54.3, the fair market value of one share of Series A Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing 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; (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 being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Series A Common Stock specified in the final prospectus with respect to such offering.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Y(A - B) X = -------- A Where Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant is being exercised upon the closing of the Qualified IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in the final prospectus with respect to such offering.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: X = A Where Where: X = The number of shares of Common Stock Warrant Shares to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Warrant Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of Warrant Share at the Company's Common Stock on the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market or the Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing sale prices of the securities on such exchange over the thirty five (305) trading day period ending three (3) days one day prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty five (305) trading day period ending three (3) days one day prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 5, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: X = Y (A Where - B) X= --------- A Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 56, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in the final prospectus with respect to such offering.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 1(1) above, the Holder may elect to receive shares of Common Stock equal to the value of this Warrant (or the of any portion thereof being canceledremaining unexercised) by surrender of this Warrant at the principal office of the Company together with a notice of such election, in which event the Company shall issue to the Registered Holder hereof a number of shares of Common Stock computed using the following formula: X = Y(A-B) ------ A Where where: X = The the number of shares of Common Stock to be issued to the Holder. Registered Holder Y = The the number of shares of Common Stock purchasable under this Warrant. Warrant (at the date of such calculation) A = The the fair market value of one share of the Company's Common Stock on the date the net issuance election is made. Stock; B = The Exercise the Purchase Price (as adjusted to the date of such net exercise). For purposes of this Section 5calculation) As used herein, the fair market value of one a share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be mean the average of the closing prices of the securities Common Stock quoted by Nasdaq, or if not listed by Nasdaq, on such exchange the over the thirty counter market or such other exchange where such shares are listed, as applicable, for the ten (3010) day period ending three (3) trading days prior to the net exercise date of such election; , exclusive of the two (ii2) if trading days immediately preceding such date of election. If the Common Stock is not listed on Nasdaq or traded over-the-counterover the counter or on an exchange, 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 per share fair market value thereof, of the Common Stock shall be as determined by an independent appraiser appointed in good faith by the Company's Board of Directors Directors. The cost of such appraisal shall be borne by the Company.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y(A - B) -------- X = A Where Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value Current Market Value (as hereinafter defined) of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5Agreement, the fair market value "Current Market Value" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq 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 twenty (3020) 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 twenty (3020) 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.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: Y (A - B) --------- X = A Where Where: X = The number of shares of Common Stock Warrant Shares to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Warrant Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of Warrant Share at the Company's Common Stock on the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market or the Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing sale prices of the securities on such exchange over the thirty (30) day period ending three (3) days one day prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days one day prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 1.2 above, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock Shares computed using the following formula: X = Y*(A-B) / A Where Where: X = The number of shares of Common Stock Shares to be issued to the HolderHolder pursuant to this net exercise. Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made. A = The fair market value (as determined below) of one share of the Company's Common Stock on the date the net issuance election is made. Share. B = The Exercise Warrant Price (as adjusted to the date of such net exercisedelivery of the Holder notice of election). For purposes No fractional shares arising out of this Section 5the above formula for determining the number of shares issuable in such exchange shall be issued, and the Company shall in lieu thereof make payment to Holder of cash in the amount of such fraction multiplied by the fair market value of a one share Share on the date of Common Stock as of a particular date the exchange. Any tax liability related to such transaction shall be determined as follows: paid by Holder. For the purposes of this Section 1.3, the "fair market value" of any number of Shares shall be calculated on the basis of (ia) if the Company's common stock is then traded on a securities exchange or through the Nasdaq National Marketexchange, the value shall be deemed to be the average of the closing prices of the securities common stock on such exchange over the thirty (30) 5-day period ending three (3) days prior to the net exercise election; date of exercise, (iib) if the common stock is then actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) of the common stock over the thirty (30) 5-day period ending three (3) days prior to the net date of exercise; , and (iiic) if there is no active public marketmarket for the common stock, the value shall be the fair market value thereof, thereof as determined in good faith upon agreement by the Board of Directors of parties, but if they cannot so agree, then by an independent appraiser to be mutually agreed upon by the Company.parties. The parties shall share equally all costs associated with an appraisal for Holder's first net issuance election requiring an independent appraiser. In the event any net exercise elections thereafter require an independent appraiser, all costs associated therewith shall be paid solely by the Holder

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Y(A - B) -------- X = A Where Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock (or, to the extent all such Common Stock has been redesignated into the Company's Common Stock) as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising paying the exercise price to exercise this WarrantWarrant pursuant to paragraph 1(a) above, the Holder holder may elect to receive shares of common stock equal to the value of this Warrant (or the of any portion thereof being canceledremaining unexercised) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof holder a number of shares of Common Stock the Company's common stock computed using the following formula: X = Y (A-B) ------- A Where X = The the number of shares of Common Stock common stock to be issued to the Holderholder. Y = The the number of shares of Common Stock common stock purchasable under this WarrantWarrant (at the date of such calculation). A = The the fair market value of one share of the Company's Common Stock on common stock (at the date the net issuance election is madeof such calculation). B = The Exercise Price Warrant exercise price (as adjusted to the date of such net exercisecalculation). For purposes of this Section 5paragraph 1(b), the fair market value of one share of Common Stock as of a particular date the Company's common stock shall be determined as follows: mean: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the The average of the closing bid and asked prices of the securities common stock on such the over-the-counter market or the closing price quoted on any exchange over on which the thirty common stock is listed, whichever is applicable, as published in The Wall Street Journal or any other reputable publication, for the ten (3010) day period ending three (3) trading days prior to the net exercise electiondate of determination of fair market value; or (ii) if If the common stock is not traded over-the-countercounter or on an exchange, 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 per share fair market value thereof, of the common stock shall be as determined by agreement of the Company and the holder of this Warrant, or if they cannot agree, by an independent appraiser appointed in good faith by the Company's Board of Directors Directors. The cost of such appraisal shall be borne by the Company.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 5, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = A Where Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 56, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.shall

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 5, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: X = Y (A Where - B) X= --------- A Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 56, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average 2 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 being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in the final prospectus with respect to such offering.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Class B Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Class B Common Stock computed using the following formula: Y(A - B) --------- X = A Where Where: X = The number of shares of Class B Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Class B Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Class B Common Stock (or, to the extent all such Class B Common Stock has been redesignated into the Company's Common Stock) as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant is being exercised upon the closing of the issuance and sale of shares of Common Stock of the Company in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "IPO"), the value will be the initial "Price to Public" of one share of such Class B Common Stock (or Common Stock issuable upon conversion of such Class B Common Stock) specified in the final prospectus with respect to such offering.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = A Where Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this WarrantWarrant as provided above, 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of the exercise form attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof or order a number of shares of Common Stock Warrant Shares computed using the following formula: X = Y (A Where - B) ÷ A Where: X = The number of shares of Common Stock to be issued pursuant to the Holder. this net exercise; Y = The number of shares of Common Stock purchasable under this Warrant. in respect of which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 51(b), the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Global Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market 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. Notwithstanding the foregoing, the Company shall not be obligated to issue more than 200,000 shares to the Holder under this Section 1(b) during any 90 day period.

Net Exercise. In lieu of cash exercising this WarrantWarrant for cash pursuant to Section 4, the Holder TSIL may elect to receive receive, without the payment by TSIL of any additional consideration, shares equal to the value of this Warrant (or the portion thereof being canceled) Common Stock by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof TSIL a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = A Where where: X = The the number of shares of Common Stock to be issued to the Holder. TSIL pursuant to this net exercise; Y = The the number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The the fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; and B = The the Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities Common Stock on such exchange over the thirty ten (3010) day period ending three (3) days on the trading day immediately prior to the net exercise election; (ii) if traded on the Nasdaq Small Cap Market, the Nasdaq Bulletin Board or any other over-the-countercounter market, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty ten (3010) day period ending three (3) days on the trading day immediately 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.

Net Exercise. In the event of any exercise of this Warrant in connection with a mandatory conversion of the Series C Preferred Stock into shares of the Company’s Common Stock pursuant to Article IV, Section C(2)(c) of the Certificate of Incorporation, in lieu of cash exercising this WarrantWarrant pursuant to Section 1(b), the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Series C Preferred Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Series C Preferred Stock computed using the following formula: X = A Where Where: X = The number of shares of Common Series C Preferred Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares of Common Series C Preferred Stock purchasable under this Warrant. in respect of which the net issue election is made; A = The fair market value of one share of the Company's Common Series C Preferred Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 51(c), the fair market value of one share of Series C Preferred Stock (or Common Stock, to the extent all such Series C Preferred Stock has been converted into the Company’s Common Stock) as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, however, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial “Price to Public” of one share of such Series C Preferred Stock (or Common Stock issuable upon conversion of such Series C Preferred Stock) specified in the final prospectus with respect to such offering (net of applicable underwriting commissions).

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formulaformula : Y (A - B) --------- X = A Where Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value Current Market Value (as hereinafter defined) of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5Agreement, the fair market value "Current Market Value" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq 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 twenty (3020) 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 twenty (3020) 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.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) -------------- X = A Where Where: X = The the number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The the number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made A = The the fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The the Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock (or, to the extent all such Common Stock has been converted into the Company's Common Stock) as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this WarrantWarrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the properly endorsed Notice of such election, Exercise in which event the Company shall issue to the Holder hereof a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) A Where X = The the number of shares of Common Stock Exercise Shares to be issued to the Holder. Holder Y = The the number of shares of Common Stock Exercise Shares purchasable under this Warrant. the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant being canceled (at the date of such calculation) A = The the fair market value of one share of the Company's Common Stock on Exercise Share (at the date the net issuance election is made. of such calculation) B = The Exercise Price (as adjusted to the date of such net exercise). calculation) For purposes of this Section 5the above calculation, the fair market value of one share of Common Stock as of a particular date Exercise Share shall be determined as follows: (i) if traded on a securities exchange or through by the Nasdaq National MarketCompany’s Board of Directors in good faith; provided, however, that in the value shall be deemed event that this Warrant is exercised pursuant to be this Section 2.2 in connection with the average Initial Offering 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-counterCompany’s Common Stock, 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 thereofper share shall be the product of (i) the per share offering price to the public in the Initial Offering, as determined in good faith by and (ii) the Board number of Directors shares of Common Stock into which each Exercise Share is convertible at the Companytime of such exercise.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 4, the Holder may elect to receive shares receive, without the payment by the Holder of any additional consideration, Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: Y (A - B) --------- X = A Where X Where:X = The number of shares of Common Stock Warrant Shares to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Warrant Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of Warrant Share at the Company's Common Stock on the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market or the Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing sale prices of the securities on such exchange over the thirty (30) day period ending three (3) days one day prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days one day prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this Warrantthe Warrant pursuant to Section 4, the Holder may elect to receive receive, without the payment by the Holder of any additional consideration, shares of Warrant Stock equal to the value of this the Warrant (or the portion thereof being canceledcancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Warrant Stock computed using the following formula: Y(A - B) X = -------- A Where Where: X = The number of shares of Common Warrant Stock to be issued to the Holder. Holder pursuant to this exercise; Y = The number of shares of Common Warrant Stock purchasable under this Warrant. in respect of which the net issue election is made; A = The fair market value of one share of the Company's Common Warrant Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For the purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise electionExercise 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.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 1(b) above, the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formulaShares to be calculated as follows: X = Y(A-B) ------ A Where where X = The the number of shares of Common Stock to be issued to the Holderholder. Y = The the number of shares of Common Stock purchasable requested to be exercised under this Warrant. A = The fair market value of one share of the Company's Common Stock on the date the net issuance election is made. B = The Exercise Price (as adjusted to the date of such net exercise). For purposes of this Section 5, the fair market value of one (1) share of Common Stock. B = the Warrant Price. For purposes of the above calculation, current fair market value of Common Stock as shall mean with respect to each share of a particular date shall be determined as followsCommon Stock: (i) if traded on a national securities exchange or through the Nasdaq National MarketMarket (or similar national quotation system), the fair market value shall be deemed to be the average of closing price (last reported sale) on the closing prices day the current fair market value of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise electionis being determined; (ii) if traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sale prices sales price (whichever is as applicable) over the thirty (30) calendar day period ending three (3) days prior to before the net exercisedate of calculation; and or (iii) if there at any time the Common Stock is no active public marketnot traded as described in (i) or (ii) above, the current fair market value shall be the fair market value thereofhighest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the its Board of Directors Directors, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value shall be deemed to be the value received by the holders of the Company's Common Stock on a common equivalent basis pursuant to such merger or acquisition.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = A Where Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = I The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National or SmallCap Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending 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.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant to Section 4, the Holder may elect to receive receive, without payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y (A Where - B) --------- A Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the tot he 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.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant the "spread" on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the Notice of such electionExercise, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = A Where Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the 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 five (305) day period ending three one (31) days day prior to the net exercise election; (ii) if traded over-the-countercounter but not on the Nasdaq National Market, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty five (305) day period ending three one (31) days day prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this Warrant, the Holder holder of this Warrant may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock common stock computed using the following formula: X = A Where X = The number of shares of Common Stock common stock to be issued to the Holderholder of this Warrant. Y = The number of shares of Common Stock common stock purchasable under this Warrant. A = The fair market value of one share of the Company's Common Stock common stock on the date the net issuance election is made. B = The Exercise Price (as adjusted to the date of such net exercise). For purposes of this Section 5, the fair market value of one share of Common Stock common stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided that, if the Warrant is being exercised upon the closing of the initial public offering, the value will be the initial "Price to Public" of one share of such common stock specified in the final prospectus with respect to such offering.

Net Exercise. In lieu of cash exercising this WarrantWarrant pursuant 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 of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: X = Y (A Where - B) X- --------- A Where: X = The number of shares of Common Stock to be issued to the Holder. Holder pursuant to this net exercise; Y = The number of shares Shares in respect of Common Stock purchasable under this Warrant. which the net issue election is made; A = The fair market value of one share of the Company's Common Stock on at the date time the net issuance issue election is made. ; B = The Exercise Price (as adjusted to the date of such the net exerciseissuance). For purposes of this Section 5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in the final prospectus with respect to such offering.

Net Exercise. In lieu of cash exercising this WarrantWarrant in the manner provided above in Section 2(a), the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: X = Y(A-B) ------ A Where X = The number of shares of Common Stock to be issued to the Holder. Y = The number of shares of Common Stock purchasable under this Warrant. Warrant (at the date of 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 the Company's Common Stock at the date of exercise. B = The Warrant Price (in effect on the date the net issuance election is made. B = The Exercise Price (as adjusted to the date of such net exercise). For purposes of this Section 52(c), the fair market value of one share of the Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty (30) day period ending three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the net exercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company's Board of Directors Directors, or (ii) if the Company's Common Stock is traded on a national exchange or over-the-counter market, the fair market value per share shall be the average price per share at which trading of the Company's Common Stock closed on the exchange on which such stock is listed, on the thirty (30) consecutive trading days ending one (1) trading day prior to the date of exercise.