Common use of Net Issuance Clause in Contracts

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “fair market value” per share of the Company’s Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares Shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock Shares as is computed using the following formula: where: X = Y (A-B) A X = the number of shares Shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares Shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common StockShare, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “fair market value” per share of the Company’s Common Stock Share shall mean: i. If the Common Stock class of Shares is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- the-counter quotation system, the fair market value shall be the last reported sale price of the Common Stock a Share on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock class of Shares is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share Share which the Company could obtain from a willing buyer for shares Shares sold by the Company from authorized but unissued sharesCompany, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected in good faith by the Holder and the Company, or, if they cannot agree on an appraiser, each ’s Board of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueDirectors.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “fair market value” "FAIR MARKET VALUE" per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq SmallCap Market or the Nasdaq National Market of the Nasdaq Stock Market (the “NNM”"NASDAQ MARKET") or other over-the- the-counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system Nasdaq Market on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM Nasdaq Market or over-over- the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of Notwithstanding anything to the Exercise Price described contrary contained in Section 2(a)1.1, the Holder may elect to receive, without the payment exercise this Warrant in whole or in part by the Holder receiving shares of any additional consideration, shares Common Stock equal to the net issuance value (as determined below) of this Warrant Warrant, or any portion hereof by the part hereof, upon surrender of this Warrant or such portion to the Company, principal office of the Company together with the net issue election notice subscription form annexed hereto (duly executed by the “Net Issuance Election Notice”) duly executedHolder), at the office of the Company. Thereupon, in which event the Company shall issue to the Holder such a number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (AY(A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by of Common Stock as to which this Warrant in respect of which the net issuance election is made pursuant to this Section 2. be exercised A = the current fair market value of one share of Common Stock, Stock calculated as determined in accordance with of the provisions last Trading Day immediately preceding the exercise of this Section 2. Warrant B = the Exercise Purchase Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2As used herein, the “fair market value” per share of the Company’s Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the current fair market value of Common Stock as of a specified date shall be mean with respect to each share of Common Stock the last reported closing sale price of the Common Stock on the principal securities market on which the Common Stock may at the time be listed or, if there have been no sales on any such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean average of the closing highest bid and lowest asked prices for on the principal securities market at the end of such day, or, if on such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and listed, the average of the representative bid and ask asked prices are quoted in the Nasdaq System as of 4:00 p.m., New York City time, or, if on such day the Common Stock is not reportedquoted in the Nasdaq System, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of five consecutive Trading Days consisting of the day as of which the current fair market value of a share of Common Stock is being determined (or if such day is not a Trading Day, the Trading Day next preceding such day) and the four consecutive Trading Days prior to such day. If on the date for which current fair market value is to be determined the Common Stock is not listed on any securities exchange or quoted in the Nasdaq System or the over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could then obtain from a willing buyer (not a current -4- 5 employee or director) for shares of Common Stock sold by the Company Company, from authorized but unissued shares, as such price shall be determined in good faith by mutual agreement the Board of Directors of the Company and the Holder of this Warrant. If Company, unless prior to such date the Company and has become subject to a merger, acquisition or other consolidation pursuant to which the Holder canCompany is not mutually agree on such pricethe surviving party, in which case the current fair market value of the Common Stock shall be made by an appraiser of recognized standing selected deemed to be the value received by the Holder and holders of the Company, or, if they cannot agree on an appraiser, 's Common Stock for each of he Company and share thereof pursuant to the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueCompany's acquisition.

Net Issuance. In lieu of payment of Notwithstanding anything to the Exercise Price described contrary contained in Section 2(a)1.1, the Holder may elect to receive, without the payment exercise this Warrant in whole or in part by the Holder receiving shares of any additional consideration, shares Common Stock equal to the net issuance value (as determined below) of this Warrant Warrant, or any portion hereof by the part hereof, upon surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the principal office of the Company. ThereuponCompany together with notice of such election, in which event the Company shall issue to the Holder such a number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) A Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by of Common Stock as to which this Warrant in respect of which the net issuance election is made pursuant to this Section 2. be exercised A = the current fair market value of one share of Common Stock, Stock calculated as determined in accordance with of the provisions last trading day immediately preceding the exercise of this Section 2. Warrant B = the Exercise Purchase Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2As used herein, the “fair market value” per share of the Company’s Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the current fair market value of Common Stock as of a specified date shall be mean with respect to each share of Common Stock the last reported sale price average of the closing bid prices of the Common Stock on the principal securities market on which the Common Stock may at the time be traded over a period of five Business Days consisting of the day as of which the current fair market value of a share of Common Stock is being determined (or if such exchange or day is not a Business Day, the Business Day next preceding such day) and the four consecutive Business Days prior to such day. If on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale for which current fair market value is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If to be determined the Common Stock is not so listed or admitted to unlisted eligible for trading privileges and bid and ask prices are not reportedon any securities market, the current fair market value of Common Stock shall be the highest price per share which the Company could then obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company Company, from authorized but unissued shares, as such price shall be determined in good faith by mutual agreement the Board of Directors of the Company and the Holder of this Warrant. If Company, unless prior to such date the Company and has become subject to a merger, acquisition or other consolidation pursuant to which the Holder canCompany is not mutually agree on such pricethe surviving party, in which case the current fair market value of the Common Stock shall be made by an appraiser of recognized standing selected deemed to be the value received by the Holder and holders of the Company, or, if they cannot agree on an appraiser, 's Common Stock for each of he Company and share thereof pursuant to the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueCompany's acquisition.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “"Net Issuance Election Notice”") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X :X = Y (A-B) ------ A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “"fair market value” " per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “"NNM”") or other over-the- counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he the Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election 2 notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) ------ A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “"fair market value” " per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq SmallCap Market or the Nasdaq National Market of the Nasdaq Stock Market (the “NNM”"Nasdaq Market") or other over-the- the-counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system Nasdaq Market on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM Nasdaq Market or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “"Net Issuance Election Notice”") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X :X = Y (A-B) ------- A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “"fair market value” " per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “"NNM”") or other over-the- counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he the Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a)3.1, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares Shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”"NET ISSUANCE ELECTION NOTICE") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock Shares as is computed using the following formula: where: X = Y (A-B) ------- A X = the number of shares Shares to be issued to the Holder pursuant to this Section 23. Y = the number of shares Shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 23. A = the fair market value of one share of Common StockShare, as determined in accordance with the provisions of this Section 23. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 23. For purposes of this Section 23, the “"fair market value” " per share of the Company’s Common Stock Share shall mean: i. If the Common Stock class of Shares is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “"NNM”") or other over-the- the-counter quotation system, the fair market value shall be the last reported sale price of the Common Stock a Share on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock class of Shares is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share Share which the Company could obtain from a willing buyer for shares Shares sold by the Company from authorized but unissued sharesCompany, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected in good faith by the Holder and the Company, or, if they cannot agree on an appraiser, each 's Board of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueDirectors.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “"Net Issuance Election Notice”") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “"fair market value” " per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “"NNM”") or other over-the- counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of Notwithstanding anything to the Exercise Price described contrary contained in Section 2(a)1.1, the Holder may elect to receive, without the payment exercise this Warrant in whole or in part by the Holder receiving shares of any additional consideration, shares Common Stock equal to the net issuance value (as determined below) of this Warrant Warrant, or any portion hereof by the part hereof, upon surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the principal office of the Company. ThereuponCompany together with notice of such election, in which event the Company shall issue to the Holder such a number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by of Common Stock as to which this Warrant in respect of which the net issuance election is made pursuant to this Section 2. be exercised A = the current fair market value of one share of Common Stock, Stock calculated as determined in accordance with of the provisions last trading day immediately preceding the exercise of this Section 2. Warrant B = the Exercise Purchase Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2As used herein, the “fair market value” per share of the Company’s Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the current fair market value of Common Stock as of a specified date shall be mean with respect to each share of Common Stock the last reported sale price average of the closing bid prices of the Common Stock on the principal securities market on which the Common Stock may at the time be traded over a period of five Business Days consisting of the day as of which the current fair market value of a share of Common Stock is being determined (or if such exchange or day is not a Business Day, the Business Day next preceding such day) and the four consecutive Business Days prior to such day. If on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale for which current fair market value is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If to be determined the Common Stock is not so listed or admitted to unlisted eligible for trading privileges and bid and ask prices are not reportedon any securities market, the current fair market value of Common Stock shall be the highest price per share which the Company could then obtain from a willing buyer (other than a current employee or director) for shares of Common Stock sold by the Company Company, from authorized but unissued shares, as such price shall be determined in good faith by mutual agreement the Board of Directors of the Company and the Holder of this Warrant. If Company, unless prior to such date the Company and has become subject to a merger, acquisition or other consolidation pursuant to which the Holder canCompany is not mutually agree on such pricethe surviving party, in which case the current fair market value of the Common Stock shall be made by an appraiser of recognized standing selected deemed to be the value received by the Holder and holders of the Company, or, if they cannot agree on an appraiser, 's Common Stock for each of he Company and share thereof pursuant to the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueCompany's acquisition.

Net Issuance. In lieu of payment of Notwithstanding anything to the Exercise Price described contrary contained in Section 2(a)1.1, in the case of any exercise on or prior to April 17, 1998 the Holder may elect to receive, without the payment exercise this Warrant in whole or in part by the Holder receiving shares of any additional consideration, shares Common Stock equal to the net issuance value (as determined below) of this Warrant Warrant, or any portion hereof by the part hereof, upon surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the principal office of the Company. ThereuponCompany together with notice of such election, in which event the Company shall issue to the Holder such a number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) ----- A Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by of Common Stock as to which this Warrant in respect of which the net issuance election is made pursuant to this Section 2. be exercised A = the current fair market value of one share of Common Stock, Stock calculated as determined in accordance with of the provisions last trading day immediately preceding the exercise of this Section 2. Warrant B = the Exercise Purchase Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2As used herein, the “fair market value” per share of the Company’s Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the current fair market value of Common Stock as of a specified date shall be mean with respect to each share of Common Stock the last reported sale price average of the closing bid prices of the Common Stock on the principal securities market on which the Common Stock may at the time be traded over a period of five Business Days consisting of the day as of which the current fair market value of a share of Common Stock is being determined (or if such exchange or day is not a Business Day, the Business Day next preceding such day) and the four consecutive Business Days prior to such day. If on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale for which current fair market value is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If to be determined the Common Stock is not so listed or admitted to unlisted eligible for trading privileges and bid and ask prices are not reportedon any securities market, the current fair market value of Common 171 Stock shall be the highest price per share which the Company could then obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company Company, from authorized but unissued shares, as such price shall be determined in good faith by mutual agreement the Board of Directors of the Company and the Holder of this Warrant. If Company, unless prior to such date the Company and has become subject to a merger, acquisition or other consolidation pursuant to which the Holder canCompany is not mutually agree on such pricethe surviving party, in which case the current fair market value of the Common Stock shall be made by an appraiser of recognized standing selected deemed to be the value received by the Holder and holders of the Company, or, if they cannot agree on an appraiser, 's Common Stock for each of he Company and share thereof pursuant to the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueCompany's acquisition.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “"Net Issuance Election Notice”") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (AY(A-B) A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “"fair market value” " per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “"NNM”") or other over-the- counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a)) hereof, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value (as determined below) of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice Net Issuance Election Notice annexed hereto (the “Net Issuance Election Notice”"NET ISSUANCE ELECTION") duly executed, at the office principal executive offices of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock Shares as is computed using the following formula: where: X = Y (A-B) ------- A X = the number of shares Shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares Shares covered by this Warrant in respect of which the net issuance election Net Issuance Election is made pursuant to this Section 22(b). A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 22(b). B = the Exercise Price in effect under this Warrant at the time the net issuance election Net Issuance Election is made pursuant to this Section 22(b). For purposes of this Section 22(b), the “"fair market value” " per share of the Company’s Common Stock shall mean: i. (i) If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National or SmallCap Market of the National Association of Securities Dealers Automated Quotations System (the “NNM”"NASDAQ NATIONAL MARKET" and "NASDAQ SMALLCAP MARKET", respectively) or other over-the- the-counter quotation system, the "fair market value value" per share of Common Stock shall be the last reported sale price of the Common Stock on such exchange or on exchange, the NNM Nasdaq National Market, the Nasdaq SmallCap Market or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election Net Issuance Election is made or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM Nasdaq National Market, the Nasdaq SmallCap Market or other over-the-counter quotation system; and (ii. ) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the "fair market value value" shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from for authorized but unissued shares, as such price shall be determined by mutual agreement the Board of Directors (the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value"BOARD") in good faith.

Net Issuance. In lieu of payment of Notwithstanding anything to the Exercise Price described contrary contained in Section 2(a)1.1, the Holder may elect to receive, without the payment exercise this Warrant in whole or in part by the Holder receiving shares of any additional consideration, shares Common Stock equal to the net issuance value (as determined below) of this Warrant Warrant, or any portion hereof by the part hereof, upon surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the principal office of the Company. ThereuponCompany together with notice of such election, in which event the Company shall issue to the Holder such a number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) ------ A Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by of Common Stock as to which this Warrant in respect of which the net issuance election is made pursuant to this Section 2. be exercised A = the current fair market value of one share of Common Stock, Stock calculated as determined in accordance with of the provisions last trading day immediately preceding the exercise of this Section 2. Warrant B = the Exercise Purchase Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2As used herein, the “fair market value” per share of the Company’s Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the current fair market value of Common Stock as of a specified date shall be mean with respect to each share of Common Stock the last reported sale price average of the closing bid prices of the Common Stock on the principal securities market on which the Common Stock may at the time be traded over a period of five Business Days consisting of the day as of which the current fair market value of a share of Common Stock is being determined (or if such exchange or day is not a Business Day, the Business Day next preceding such day) and the four consecutive Business Days prior to such day. If on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale for which current fair market value is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If to be determined the Common Stock is not so listed or admitted to unlisted eligible for trading privileges and bid and ask prices are not reportedon any securities market, the current fair market value of Common Stock shall be the highest price per share which the Company could then obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company Company, from authorized but unissued shares, as such price shall be determined in good faith by mutual agreement the Board of Directors of the Company and the Holder of this Warrant. If Company, unless prior to such date the Company and has become subject to a merger, acquisition or other consolidation pursuant to which the Holder canCompany is not mutually agree on such pricethe surviving party, in which case the current fair market value of the Common Stock shall be made by an appraiser of recognized standing selected deemed to be the value received by the Holder and holders of the Company, or, if they cannot agree on an appraiser, 's Common Stock for each of he Company and share thereof pursuant to the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueCompany's acquisition.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “"Net Issuance Election Notice”") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X :X = Y (A-B) A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “"fair market value” " per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “"NNM”") or other over-the- counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of Notwithstanding anything to the Exercise Price described contrary contained in Section 2(a)1.1, the Holder may elect to receive, without the payment exercise this Warrant in whole or in part by the Holder receiving shares of any additional consideration, shares Common Stock equal to the net issuance value (as determined below) of this Warrant Warrant, or any portion hereof by the part hereof, upon surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the principal office of the Company. ThereuponCompany together with notice of such election, in which event the Company shall issue to the Holder such a number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by of Common Stock as to which this Warrant in respect of which the net issuance election is made pursuant to this Section 2. be exercised A = the current fair market value of one share of Common Stock, Stock calculated as determined in accordance with of the provisions last trading day immediately preceding the exercise of this Section 2. Warrant B = the Exercise Purchase Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2As used herein, the “fair market value” per share of the Company’s Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the current fair market value of one share of Common Stock as of a specified date shall be mean the last reported sale price average of the closing bid prices of the Common Stock on the principal securities market on which the Common Stock may at the time be traded over a period of five Business Days consisting of the day as of which the current fair market value of a share of Common Stock is being determined (or if such exchange or day is not a Business Day, the Business Day next preceding such day) and the four consecutive Business Days prior to such day. If on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale for which current fair market value is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If to be determined the Common Stock is not so listed or admitted to unlisted eligible for trading privileges and bid and ask prices are not reportedon any securities market, the current fair market value of one share of Common Stock shall be the highest price per share which the Company could then obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company Company, from authorized but unissued shares, as such price shall be determined in good faith by mutual agreement the Board of Directors of the Company and the Holder of this Warrant. If Company, unless prior to such date the Company and has become subject to a merger, acquisition or other consolidation pursuant to which the Holder canCompany is not mutually agree on such pricethe surviving party, in which case the current fair market value of the Common Stock shall be made by an appraiser of recognized standing selected deemed to be the value received by the Holder and holders of the Company, or, if they cannot agree on an appraiser, 's Common Stock for each of he Company and share thereof pursuant to the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueCompany's acquisition.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (Notice of Exercise duly executed and electing the “Net Issuance Election Notice”) duly executedcashless exercise option, at the office principal executive offices of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock Shares as is computed using the following formula: where: X = Y (A-B) A X = the number of shares Shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares Shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common StockShare, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “fair market value” per share of the Company’s Common Stock Share shall mean: i. (i) If the Common Stock Share is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Global Select Market, Nasdaq Global Market (the “NNM”) or other Nasdaq Capital Market, or an over-the- the-counter quotation system, the fair market value shall be the last reported sale price of the Common Stock Share on such exchange exchange, the Nasdaq Global Select Market, Nasdaq Global Market, the Nasdaq Capital Market or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election Net Issuance Election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or over-the-counter quotation system; and (ii. ) If the Common Stock Share is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from for authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In If the fair market value of one Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of payment of the Exercise Price described in Section 2(a)2.1, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant Warrant, or any portion hereof hereof, by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election NoticeElection”) duly executed, at the office principal executive offices of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: where: X = Y (A-B) A where: X = the number of shares Shares to be issued to the Holder pursuant to this Section 22.2. Y = the number of shares Shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 22.2. A = the fair market value of one share of Common Preferred Stock, as determined in accordance with the provisions of this Section 22.2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 22.2. For purposes of this Section 22.2, the “fair market value” per share of the Preferred Stock shall be determined by the Board of Directors of the Company in the exercise of its reasonable good faith discretion; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation systemStock, the fair market value per Share shall be the last reported sale product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock on into which one Share is convertible at the time of such exchange or on exercise; provided, further, that in the NNM or other over-the-counter quotation system on event that this Warrant is exercised pursuant to this Section 2.2 in connection with a Deemed Liquidation Event (as defined in the last business day before the effective date Company’s Fourth Amended and Restated Certificate of exercise of the net issuance election or if no such sale is made on such dayIncorporation (as it may be amended from time to time, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported“Restated Certificate”)), the fair market value per share shall be the price per share which the Company could obtain aggregate consideration resulting from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company Deemed Liquidation Event and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valuepaid and/or payable with respect to one Share.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a3(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “"Net Issuance Election Notice”") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X :X = Y (A[Y*(A-B) A B)]/A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 23. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 23. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 23. For purposes of this Section 23, the “"fair market value” " per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “"NNM”") or other over-the- counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of Notwithstanding anything to the Exercise Price described contrary contained in Section 2(a)1.1, the Holder may elect to receive, without the payment exercise this Warrant in whole or in part by the Holder receiving shares of any additional consideration, shares Common Stock equal to the net issuance value (as determined below) of this Warrant Warrant, or any portion hereof by the part hereof, upon surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the principal office of the Company. ThereuponCompany together with notice of such election, in which event the Company shall issue to the Holder such a number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by of Common Stock as to which this Warrant in respect of which the net issuance election is made pursuant to this Section 2. be exercised A = the current fair market value of one share of Common Stock, Stock calculated as determined in accordance with of the provisions last trading day immediately preceding the exercise of this Section 2. Warrant B = the Exercise Purchase Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2As used herein, the “fair market value” per share of the Company’s Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the current fair market value of Common Stock as of a specified date shall be mean with respect to each share of Common Stock the last reported sale price average of the closing bid prices of the Common Stock on the principal securities market on which the Common Stock may at the time be traded over a period of five Business Days consisting of the day as of which the current fair market value of a share of Common Stock is being determined (or if such exchange or day is not a Business Day, the Business Day next preceding such day) and the four consecutive Business Days prior to such day. If on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale for which current fair market value is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If to be determined the Common Stock is not so listed or admitted to unlisted eligible for trading privileges and bid and ask prices are not reportedon any securities market, the current fair market value of Common Stock shall be the highest price per share which the Company could then obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company Company, from authorized but unissued shares, as such price shall be determined in good faith by mutual agreement the Board of Directors of the Company and the Holder of this Warrant. If Company, unless prior to such date the Company and has become subject to a merger, acquisition or other consolidation pursuant to which the Holder canCompany is not mutually agree on such pricethe surviving party, in which case the current fair market value of the Common Stock shall be made by an appraiser of recognized standing selected deemed to be the value received by the Holder and holders of the Company, or, if they cannot agree on an appraiser, 's Common Stock for each of he Company and share thereof pursuant to the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueCompany's acquisition.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “"Net Issuance Election Notice”Election") duly executed, at the office principal executive offices of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock Shares as is computed using the following formula: where: X = Y (A-B) ------- A X = the number of shares Shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares Shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “"fair market value” " per share of the Company’s Common Stock shall mean: i. (i) If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National or SmallCap Market of the National Association of Securities Dealers Automated Quotations System (the "Nasdaq National Market (the “NNM”Market" and "Nasdaq SmallCap Market", respectively) or other over-the- the-counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on exchange, the NNM Nasdaq National Market, the Nasdaq SmallCap Market or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election Net Issuance Election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM Nasdaq National Market, the Nasdaq SmallCap Market or other over-the-counter quotation system; and (ii. ) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from for authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of Notwithstanding anything to the Exercise Price described contrary contained in Section 2(a)1.1, the Holder may elect to receive, without the payment exercise this Warrant in whole or in part by the Holder receiving shares of any additional consideration, shares Common Stock equal to the net issuance value (as determined below) of this Warrant Warrant, or any portion hereof by the part hereof, upon surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”) duly executed, at the principal office of the Company. ThereuponCompany together with the Subscription Form (duly executed by the Holder), in which event the Company shall issue to the Holder such a number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A Where: X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by of Common Stock as to which this Warrant in respect of which the net issuance election is made pursuant to this Section 2. be exercised A = the current fair market value of one share of Common Stock, Stock calculated as determined in accordance with of the provisions last trading day immediately preceding the exercise of this Section 2. Warrant B = the Exercise Purchase Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2As used herein, the “fair market value” per share of the Company’s Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other over-the- counter quotation system, the current fair market value of Common Stock as of a specified date shall be mean with respect to each share of Common Stock the last reported sale price average of the closing bid prices of the Common Stock on the principal securities market on which the Common Stock may at the time be traded over a period of five Business Days consisting of the day as of which the current fair market value of a share of Common Stock is being determined (or if such exchange or day is not a Business Day, the Business Day next preceding such day) and the four consecutive Business Days prior to such day. If on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale for which current fair market value is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If to be determined the Common Stock is not so listed or admitted to unlisted eligible for trading privileges and bid and ask prices are not reportedon any securities market, the current fair market value of Common Stock shall be the highest price per share which the Company could then obtain from a willing buyer (other than a current employee or director) for shares of Common Stock sold by the Company Company, from authorized but unissued shares, as such price shall be determined in good faith by mutual agreement the Board of Directors of the Company and the Holder of this Warrant. If Company, unless prior to such date the Company and has become subject to a merger, acquisition or other consolidation pursuant to which the Holder canCompany is not mutually agree on such pricethe surviving party, in which case the current fair market value of the Common Stock shall be made by an appraiser of recognized standing selected deemed to be the value received by the Holder and holders of the Company, or, if they cannot agree on an appraiser, 's Common Stock for each of he Company and share thereof pursuant to the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such valueCompany's acquisition.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of of 1. this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “Net Issuance Election Notice”"NET ISSUANCE ELECTION NOTICE") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: where: X = Y (A-B) ------- A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “fair market value” "FAIR MARKET VALUE" per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market (the “NNM”"NATIONAL MARKET") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ") or other over-the- the-counter quotation system, the fair market value shall be the last reported sale price of the Common Stock on such exchange or on the NNM Nasdaq National Market or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM Nasdaq National Market or over-the-counter quotation system; and ii. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he the Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.

Net Issuance. In lieu of payment of the Exercise Price described in Section 2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares Membership Units equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto (the “"Net Issuance Election Notice”") duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock Membership Units as is computed using the following formula: where: X = Y (A-B) ------- A X = the number of shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares covered by this Warrant in respect of which the net issuance election is made pursuant to this Section 2. A = the fair market value of one share of Common Stock, as determined in accordance with the provisions of this Section 2. B = the Exercise Price in effect under this Warrant at the time the net issuance election is made pursuant to this Section 2. For purposes of this Section 2, the “"fair market value” " per share of the Company’s 's Common Stock shall mean: i. If the Common Stock is Membership Units are traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is are listed on the Nasdaq National Market (the “"NNM”") or other over-the- the-counter quotation system, the fair market value shall be the last reported sale price of the Common Stock Membership Units on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange, the NNM or over-the-counter quotation system; and ii. If the Common Stock is Membership Units are not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares Membership Units sold by the Company from authorized but unissued sharesMembership Units, as such price shall be determined by mutual agreement of the Company and the Holder of this Warrant. If the Company and the Holder cannot mutually agree on such price, the fair market value shall be made by an appraiser of recognized standing selected by the Holder and the Company, or, if they cannot agree on an appraiser, each of he the Company and the Holder shall select an appraiser of recognized standing and the two appraisers shall designate a third appraiser of recognized standing, whose appraisal shall be determinative of such value.