Common use of Net Issue Election Clause in Contracts

Net Issue Election. The holder hereof may elect to receive, without the payment by such 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, at the office of the Company. Thereupon, the Company shall issue to such holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant Warrant, or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B( A - B ) ------- ----------- A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value of one share of Common Stock, as determined in accordance with the following provisionsStock (defined herein), as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section Sections 3 and 4, the "fair market valueFair Market Value" of one share a security of Common Stock the Company as of a particular date shall be determined as follows: : (1i) Where there exists if traded on a public market for securities exchange or through the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share 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 issue election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid and asked or sale prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, (whichever is applicable, as published in THE WALL STREET JOURNAL for ) over the five thirty (530) trading day period ending three (3) days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial net issue election; and (iii) if there is no active public offering of Common Stockmarket, the fair market value per share Fair Market Value shall be determined in good faith by the per share offering price to Board; provided, however, that, if the public Warrant is being exercised upon the closing of the Company's initial public offering. (2) If no , the Fair Market Value of the securities to be sold in the initial public market for offering will be the Common Stock exists at the time initial "Price to Public" of such exercise, securities specified in the Company and final prospectus with respect to such offering. The Board shall promptly respond in writing to an inquiry by the holder hereof shall negotiate in good faith in an effort Holder as to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery Fair Market Value of the executed subscriptionCompany's securities. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Common Stock of the Company equal to the value of this Warrant or any remaining portion hereof hereof. The Holder may exercise its election under this Section by the surrender of this Warrant or such portion to the Company, Company at the principal office of the Company, with the subscription form attached hereto marked with a net issue election. Thereupon, the The Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Common Stock to be issued to such holder the Holder pursuant to this Section 46. X = Y (A – B) Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 46. A A = the The fair market value of one share of the Common Stock, Stock (as determined in accordance below) on the date the Company receives notice of the exercise with the following provisions, as at the time the net issue election is made pursuant to this Section 4duly executed. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 46. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exerciseAs used herein, the fair market value per share of Common Stock as of a specified date shall be mean the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale sales price of the Company’s Common Stock as quoted by the Nasdaq Stock Market (“Nasdaq”) or the closing price quoted on the NASDAQ System or listed on any exchange on which the Common Stock is listedexchange, whichever is applicable, as published in THE WALL STREET JOURNAL the Western Edition of The Wall Street Journal for the five (5) ten trading days immediately prior to the date to of the date of determination of fair market valueHolder’s election hereunder. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with If the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the ’s Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in is not quoted by Nasdaq or listed on an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2)exchange, the fair market value of one share of the Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one the Common Stock of the Company as determined by the Company’s Board of Directors in good faith. If the Company has become subject to an Acquisition (as defined in Section 9 below) agreement prior to the date of the exercise under this Section 6, the current fair market value of the Common Stock shall be deemed to be the value to received by the holders of the Company’s Common Stock (as determined in good faith by the Company’s Board of Directors) for each share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofAcquisition. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder of any additional consideration, shares receive Exercise Shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, at the office of the Company. Thereupon, in which event the Company shall issue to such holder such the Holder that number of fully paid and nonassessable shares Exercise Shares determined by use of Common Stock as is computed using the following formula: X = Y (AY(A-B) ------- A where X = the number of shares Exercise Shares to be issued to such holder pursuant to this Section 4. issued; Y = the number of shares covered by this Exercise Shares purchasable under the Warrant in respect or, if only a portion of which the net issue election Warrant is made pursuant to this Section 4. being exercised, the portion of the Warrant being exercised; A = the fair market value Fair Market Value of one share of Common Stock, Exercise Share for which this Warrant is being exercised (as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. applicable); and B = the Purchase Price in effect under this Warrant at Exercise Price. If on the time the net issue election is made pursuant to this Section 4. For purposes date of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share Exercise Shares are listed on an established national or regional stock exchange, are admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or are publicly traded on an established securities market, then notwithstanding anything else contained in the Warrant, the Fair Market Value of one Exercise Share shall be the average closing price of one Exercise Share on such exchange or in such market (the highest such closing price if there is more than one such exchange or market) on the trading day immediately preceding the date on which such determination is being made (or, if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day), or, if no sale of any Exercise Shares of is reported for such trading day, on the Common Stock quoted in next preceding day on which any sale shall have been reported. If the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price Exercise Shares are not listed on such an exchange, quoted on the NASDAQ System such system or traded on any exchange such a market on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery Fair Market Value of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock Exercise Shares shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration Company’s Board of the ten-day period Directors in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofgood faith. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof may elect to receive, without the payment by such 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such the holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such the holder pursuant to this Section 41.5. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41.5. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to provisions of this Section 41.5. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 41.5. For purposes of this Section 41.5, the "fair market value" of one per share of the Company's Common Stock shall be determined mean: (a) If the net issue election is exercised in connection with and contingent upon the Company's initial public offering, and if the Company's registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering; or (b) If the net issue election is not exercised in connection with and contingent upon the Company's initial public offering, then as follows: (1) Where there exists a public market for If the Company's Common Stock at is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the time National Market (the "National Market") of such exercisethe National Association of Securities Dealers Automated Quotations System ("NASDAQ"), the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock on such exchange or on the National Market on the last business day before the effective date of exercise of the net issue election or if no such sale is made on such day, the mean of the closing price quoted bid and asked prices for such day on such exchange or on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering.National Market; (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort is not so listed or admitted to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower valueunlisted trading privileges, the fair market value shall be the average mean of the appraisals made by each last bid and asked prices reported on the last business day before the date of the Selected Appraisers. In election (1) by the event that NASDAQ or (2) if reports are unavailable under clause (1) above by the values differ National Quotation Bureau Incorporated; and (3) 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 ten percent (10%) or more the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the lower Company and the holder of this Warrant. If the holder of this Warrant and the Company are unable to agree on such fair market value, the Selected Appraisers holder of this Warrant shall within ten (10) days select a third appraiser (pool of three independent and nationally-recognized investment banking or accounting firms from which the "Neutral Appraiser") Company shall select one such firm to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then appraise the fair market value of one share the Warrant and to perform the computations involved. The determination of Common Stock such investment banking firm shall be that one binding upon the Company, the holder of this Warrant and any other holder of Warrants or Warrant Shares in connection with any transaction occurring at the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraisertime of such determination. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will investment banking firm shall be borne equally by the Company holder of this Warrant and the holder hereofCompany. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant of Preferred Stock in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.0001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof may elect to receive, without the payment by such holder of any additional considerationconsideration (other than the surrender referred to in this Section 2(b)), shares equal to the value of this Warrant or any portion hereof (as determined below) by the surrender of this Warrant or such portion to the Company, with the Notice of Exercise duly executed by such xxxxxx, at the office of any duly appointed transfer agent for the Common Stock or at the office of the Company. Thereupon, the Company shall issue to such holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares of Common Stock to be issued to such holder pursuant to this Section 42(b). Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 42(b). A = the fair market value Fair Market Value (as defined below) of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Warrant Price then in effect under this Warrant at the time the net issue election is made pursuant to this Section 42(b). For purposes of this Section 4As used herein, "fair market valueFAIR MARKET VALUE" of one per share of Common Stock as of any date shall be determined as follows: (1) Where there exists a public market for mean the Company's Common Stock at the time numerical average of such exercise, the fair market value per share of Common Stock over a period of 21 business days consisting of the business day on which the Notice of Exercise is received by the Company and the 20 consecutive business days prior to such date. The fair market value per share of Common Stock for any day shall be mean the average of the closing bid and asked prices of the Company's Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted sold on the NASDAQ System or on any exchange all securities exchanges on which the Common Stock may at the time be listed or as quoted on the Nasdaq National Market, or, if there have been no sales on any such exchange or any such quotation on any day, the average of the highest bid and lowest asked prices on all such exchanges or such system at the end of such day, or, if any day the Common Stock is not so listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to average of the date to the date of determination of fair market value. Notwithstanding the foregoing, representative bid and asked prices quoted in the event Nasdaq system as of 4:00 p.m., Boston time, or, if on any day that Common Stock is not quoted in the Warrants are exercised in connection with the Company's initial public offering of Common StockNasdaq 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. If at any time 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 per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The the highest price per share which the Company and the holder hereof shall each select an appraiser could obtain from a willing buyer (the "Selected Appraisers"not a current employee or director) within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share for shares of Common Stock shall be equal to the appraisal made sold by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers orCompany, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisersfrom authorized but unissued shares, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon good faith by the Company and Board of Directors of the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this WarrantCompany.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed computer using the following formula: Y (A - B) X = Y (--------- A-B) ------- A where X = 1. where: X= the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section SECTION 4. Y = Y= the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = A= the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = B= the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) as a particular date (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the SEC, the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1A) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in on such exchange or market over the Over30-The-Counter Market Summary or day period ending five business days prior to the last reported sale price Determination Date, and the fair market value of the Preferred Stock shall be deemed to be such fair market value of the Common Stock or multiplied by the closing price quoted on the NASDAQ System or on any exchange on which the number of shares of Common Stock into which each share of Preferred Stock is listed, whichever is applicable, as published then convertible; (B) If otherwise traded in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stockan over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the 30-day period ending five business days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2C) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AX= Y(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.0001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public securities exchange or NASDAQ market for the Company's Common Stock at the time of such exerciseor system, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the Company; provided, that the Holder may not make such an election unless (i) the Company has registered its securities pursuant to the Securities Act of 1933, as amended, (the "Act") or in connection with such registration or (ii) upon the expiration of this Warrant. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (AX=Y(A-B) ------- ------ A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value of one share of Common Stock. If the Company's securities are registered pursuant to the Act, the fair market value shall mean the average high and low prices of the Common Stock on the day prior to the exercise of this Warrant, if the Common Stock is being traded on a national exchange; or the last reported sale price on the day prior to exercise of this Warrant, if the Common Stock is traded on the Nasdaq National Market, and if the Common Stock is not traded on a national exchange; or the closing bid price (or average of bid prices) last quoted on the day prior to the exercise of this Warrant by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market or a national exchange. If the election occurs in connection with the registration of securities, then the fair market value shall be the price offered to the public. Otherwise, the fair market value shall be as determined in accordance with good faith by the following provisionsBoard, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock The Board shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted promptly respond in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior writing to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined inquiry by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") Holder as to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4Warrant. A = the fair market value Fair Market Value of one share of Common Stock, as determined in accordance with the following provisions, Stock as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For the purposes of this Section 4Warrant, "fair market valueFair Market Value" of one a share of Common Stock shall be determined as followsmean: (1i) Where there exists a public market for If the Company's Common Stock at is traded on an exchange or is quoted on the time National Association of such exerciseSecurities Dealers, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Inc. Automated Quotation National Market Summary or ("Nasdaq"), the last reported sale price of the Common Stock on the last business day before the effective date of exercise or if no such sale is made on such day, the mean of the closing price quoted bid and asked prices for such day on such exchange or on the NASDAQ System or on any exchange on which Nasdaq National Market; (ii) If the Company's Common Stock is listednot traded on an exchange or on the Nasdaq National Market but is traded in the over-the-counter market, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to mean of the date to last bid and asked prices reported on the last business day before the effective date of determination of fair market value. Notwithstanding exercise (1) by the foregoing, in Nasdaq or (2) if reports are unavailable under clause (1) by the event the Warrants are exercised in connection with National Quotation Bureau Incorporated; (iii) If the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exerciseis not publicly traded, the Company and the holder hereof shall negotiate then as determined in good faith in an effort to reach agreement upon by the fair market value Board of one share of Common Stock for a period of ten (10) days after delivery Directors of the executed subscriptionCompany upon review of relevant factors. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the Company; provided, that the Holder may not make such an election unless (i) the Company has registered the Common Stock pursuant to the Act or in connection with such registration or (ii) upon the expiration of this Warrant. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 410. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 410. A = the fair market value of one share of Common Stock. If the Common Stock is registered pursuant to the Act, the fair market value shall mean the average high and low prices of the Common Stock on the day prior to the exercise of this Warrant, if the Common Stock is being traded on a national exchange; or the last reported sale price on the day prior to exercise of this Warrant, if the Common Stock is traded on the Nasdaq National Market, and the Common Stock is not traded on a national exchange; or the closing bid price (or average of bid prices) last quoted on the day prior to the exercise of this Warrant by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market or a national exchange. If the election occurs in connection with the registration of Common Stock under the Act, then the fair market value shall be the price offered to the public. Otherwise, the fair market value shall be as determined in accordance with good faith by the following provisionsBoard of Directors of the Company, as at the time the net issue election is made pursuant to this Section 410. B = the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof Board of Directors shall each select promptly respond in writing to an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined inquiry by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") Holder as to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Common Stock of the Company equal to the value of this Warrant or any remaining portion hereof hereof. The Holder may exercise its election under this Section by the surrender of this Warrant or such portion to the Company, Company at the principal office of the Company, with the subscription form attached hereto marked with a net issue election. Thereupon, the The Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Common Stock to be issued to such holder the Holder pursuant to this Section 46. X = Y (A – B) A Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 46. A = the The fair market value of one share of the Common Stock, Stock (as determined in accordance below) on the date the Company receives notice of the exercise with the following provisions, as at the time the net issue election is made pursuant to this Section 4duly executed. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 46. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exerciseAs used herein, the fair market value per share of Common Stock as of a specified date shall be mean the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale sales price of the Company’s Common Stock as quoted by the Nasdaq Stock Market (“Nasdaq”) or the closing price quoted on the NASDAQ System or listed on any exchange on which the Common Stock is listedexchange, whichever is applicable, as published in THE WALL STREET JOURNAL the Western Edition of The Wall Street Journal for the five (5) ten trading days immediately prior to the date to of the date of determination of fair market valueHolder’s election hereunder. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with If the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the ’s Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in is not quoted by Nasdaq or listed on an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2)exchange, the fair market value of one share of the Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one the Common Stock of the Company as determined by the Company’s Board of Directors in good faith. If the Company has become subject to an Acquisition (as defined in Section 9 below) agreement prior to the date of the exercise under this Section 6, the current fair market value of the Common Stock shall be deemed to be the value to received by the holders of the Company’s Common Stock (as determined in good faith by the Company’s Board of Directors) for each share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofAcquisition. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisionsbelow, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4Warrant, if, at the time of a net issue election, the Company's Common Stock is publicly traded, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market of the last business day for which the Company's Common Stock at prices or quotes discussed in this sentence are available on or prior to the time date of such exercise, the fair market value per share election and shall be mean (i) the average (on that date) of the closing bid high and asked low prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any principal national securities exchange on which the Common Stock is listedtraded, whichever if the Common Stock is applicablethen traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the Nasdaq National Market, as published in THE WALL STREET JOURNAL if the Common Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter securities, if the five (5) trading days prior to Common Stock is not reported on the date to Nasdaq National Market. If the date of determination of Company's Common Stock is not then publicly traded, the "fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share " shall be determined in good faith by the per share offering price to the public Board of Directors of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Common Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Common Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Stock, Stock as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4, "fair market value" of one a share of Common Stock as of the date that the net issue election is made (the “Determination Date”) shall be determined mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, Determination Date; (b) If otherwise traded in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stockan over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public of the Company's initial public offering.Determination Date; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the Company; PROVIDED, that the Holder may not make such an election unless (i) the Company has registered its securities pursuant to the Securities Act of 1933, as amended, (the "Act") or in connection with such registration or (ii) upon the expiration of this Warrant. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (AX=Y(A-B) ------- ------ A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value of one share of Common Stock. If the Company's securities are registered pursuant to the Act, the fair market value shall mean the average high and low prices of the Common Stock on the day prior to the exercise of this Warrant, if the Common Stock is being traded on a national exchange; or the last reported sale price on the day prior to exercise of this Warrant, if the Common Stock is traded on the Nasdaq National Market, and if the Common Stock is not traded on a national exchange; or the closing bid price (or average of bid prices) last quoted on the day prior to the exercise of this Warrant by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market or a national exchange. If the election occurs in connection with the registration of securities, then the fair market value shall be the price offered to the public. Otherwise, the fair market value shall be as determined in accordance with good faith by the following provisionsBoard, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock The Board shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted promptly respond in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior writing to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined inquiry by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") Holder as to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for the Company's Common Stock at the time of such exercisesecurities exchange, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any such exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Common Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where A 1. where: X = the number of shares of Common Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Common Stock as of a particular date (the "Determination Date") shall be determined mean: (a) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the SEC, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible. (b) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1i) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in on such exchange or market over the Over30-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the day period ending five (5) trading business days prior to the date to Determination Date (or, if traded on a securities exchange or the Nasdaq National Market for less than 35 days as of the Determination Date, over the period beginning on the date of determination of fair market value. Notwithstanding the foregoing, Public Offering and ending five business days prior to the Determination Date); (ii) If otherwise traded in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stockan over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the 30-day period ending five business days prior to the public of the Company's initial public offering.Determination Date; and (2iii) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AX=Y(A-B) ------- ------ A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section SECTION 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4. For purposes of this Section 4, "fair market valueFAIR MARKET VALUE" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "COMMON STOCK") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "DETERMINATION DATE") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "PUBLIC OFFERING"), and if the Company's Registration Statement relating to such Public Offering ("REGISTRATION STATEMENT") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AY(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall be determined as followsmean: (1i) Where there exists a public market for If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock at to the time public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of such exerciseshares of Common Stock into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: a) If traded on a securities exchange or the Nasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Common Stock equal to the net value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the duly executed net issue election notice annexed hereto specifying whether the Shares for which such net issue election is made shall be for Shares under SECTION 2(a) or SECTION 2(b) above, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) X = ------- A where where: X = the number of shares of Common Stock to be issued to such holder the Holder pursuant to this Section SECTION 4. Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the fair market value Fair Market Value (defined below) of one share of Common Stock, Stock as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = the Purchase Price in effect under this Warrant (for the shares for which the net issue election is made) at the time the net issue election is made pursuant to this Section SECTION 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Common Stock as of a particular date (the "Determination Date") shall be determined mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1A) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) trading day period ending five business days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, Determination Date; (B) If otherwise traded in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stockan over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five business days prior to the public of the Company's initial public offering.Determination Date; and (2C) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the Securities Act of 1933, as amended (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Common Stock of the Company equal to the value of this Warrant or any remaining portion hereof hereof. The Holder may exercise its election under this Section by the surrender of this Warrant or such portion to the Company, Company at the principal office of the Company, with the subscription form attached hereto marked with a net issue election. Thereupon, the The Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Common Stock to be issued to such holder the Holder pursuant to this Section 46. X = Y (A – B) Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 46. A A = the The fair market value of one share of the Common Stock, Stock (as determined in accordance below) on the date the Company receives notice of the exercise with the following provisions, as at the time the net issue election is made pursuant to this Section 4duly executed. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 46. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exerciseAs used herein, the fair market value per share of Common Stock as of a specified date shall be mean the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale sales price of the Company’s Common Stock as quoted by the Nasdaq Stock Market (“Nasdaq”) or the closing price quoted on the NASDAQ System or listed on any exchange on which the Common Stock is listeddomestic securities exchange, whichever is applicable, as published in THE WALL STREET JOURNAL the Western Edition of The Wall Street Journal for the five (5) ten trading days immediately prior to the date to of the date of determination of fair market valueHolder’s election hereunder. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with If the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the ’s Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for is not quoted by Nasdaq or listed on a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2)domestic securities exchange, the fair market value of one share of the Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one the Common Stock of the Company as determined by the Company’s Board of Directors in good faith. If the Company has become subject to an Acquisition (as defined in Section 9 below) agreement prior to the date of the exercise under this Section 6, the current fair market value of the Common Stock shall be deemed to be the value to be received by the holders of the Company’s Common Stock (as determined in good faith by the Company’s Board of Directors) for each share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofAcquisition. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price on such exchange of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant of Preferred Stock in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), "fair market value" and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of one share shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.01 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof may elect to receive, without the payment by such 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such the holder such number of duly authorized, validly issued, fully paid and nonassessable non-assessable shares of Common Series C-1 Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such the holder pursuant to this Section 41.6. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41.6. A = the fair market value Fair Market Value of one share of Common Series C-1 Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to provisions of this Section 41.6. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 41.6. For purposes of this Section 41.6 and Section 8, "fair market value" the “Fair Market Value” per share of one the Company’s Series C-1 Preferred Stock shall mean: (a) If the net issue election is exercised in connection with the closing of a Qualified Offering (as defined in the Charter) with respect to which the Company causes a recapitalization of the Series C-1 Preferred Stock pursuant to Section 5O of Part B of Article FOURTH of the Charter, then the sum of (i) the product of (x) the price paid by the public for each share of Common Stock shall be determined in such Qualified Offering multiplied by (y) the number of shares of Common Stock into which each share of Series C-1 Preferred Stock is then convertible, plus (ii) the amount of the cash payment (excluding any portion attributable to accrued and unpaid dividends) made by the Company with respect to each share of Series C-1 Preferred Stock converted in connection with such recapitalization; or (b) If the net issue election is exercised in connection with the closing of a public offering of shares of Common Stock pursuant to an effective registration statement, then the product of (x) the price paid by the public for each share of Common Stock in such registered public offering multiplied by (y) the number of shares of Common Stock into which each share of Series C-1 Preferred Stock is then convertible; or (c) If the net issue election is exercised in connection with the closing of a public offering of shares of Series C-1 Preferred Stock pursuant to an effective registration statement, then the price paid by the public for each share of Series C-1 Preferred Stock in such registered public offering; or (d) If the net issue election is not exercised in connection with the closing of a registered public offering of shares of the Company’s Common Stock or Series C-1 Preferred Stock, then as follows: (1) Where there exists If the Series C-1 Preferred Stock is traded on a public market for national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Company's Common Stock at National Market (the time “National Market”) of such exercisethe National Association of Securities Dealers Automated Quotations System (the “NASDAQ”), the fair market value per share Fair Market Value shall be the average of the last reported sale price of the Series C-1 Preferred Stock on such exchange or on the National Market on the last ten business days before the effective date of exercise of the net issue election or if no such sale is made on any day in such ten business day period, the mean of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary for such day on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering.National Market; (2) If no public market for the Common Series C-1 Preferred Stock exists at the time of such exerciseis not so listed or admitted to unlisted trading privileges, the Company and the holder hereof Fair Market Value shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery be average of the executed subscription.mean of the last bid and asked prices reported on the last ten business days before the date of the election (1) by NASDAQ or (2) if reports are unavailable under clause (1) above by the National Quotation Bureau Incorporated; and (3) If the Company Series C-1 Preferred Stock is not so listed or admitted to unlisted trading privileges and the holder hereof bid and ask prices are unable to reach agreement under the foregoing subparagraph (2)not reported, the fair market value of one Fair Market Value shall be the price per share of Common Stock 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 appraisalthe Board of Directors of the Company in the exercise of good faith, with such member or members of the Board or Directors nominated or elected by the holders of the Series C-1 Preferred Stock and its Affiliates abstaining for purposes of such determination. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event parties acknowledge that the values determined by exercise of this Warrant pursuant to this Section 2 shall constitute a “reorganization” within the Selected Appraisers differ by less than ten percent (10%meaning of Section 368(a)(1)(E) of the lower valueInternal Revenue Code of 1986, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiseras amended, and the feesCompany agrees not to take any position inconsistent with such treatment for federal income tax purposes including, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stockbut not limited to, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrantfiling, return or information statement.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AY(A-B) ------- ------ A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of a particular date (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the SEC, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1A) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in on such exchange or market over the Over30-The-Counter Market Summary or day period ending five business days prior to the last reported sale price Determination Date, and the fair market value of the Preferred Stock shall be deemed to be such fair market value of the Common Stock or multiplied by the closing price quoted on the NASDAQ System or on any exchange on which the number of shares of Common Stock into which each share of Preferred Stock is listed, whichever is applicable, as published then convertible; (B) If otherwise traded in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stockan over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the 30-day period ending five business days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2C) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder of any additional consideration, shares receive Exercise Shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, at the office of the Company. Thereupon, in which event the Company shall issue to such holder such the Holder that number of fully paid and nonassessable shares Exercise Shares determined by use of Common Stock as is computed using the following formula: X = Y (AY(A-B) ------- A where where: X = the number of shares Exercise Shares to be issued to such holder pursuant to this Section 4. issued; Y = the number of shares covered by this Exercise Shares purchasable under the Warrant in respect or, if only a portion of which the net issue election Warrant is made pursuant to this Section 4. being exercised, the portion of the Warrant being exercised; A = the fair market value Fair Market Value of one share of Common Stock, Exercise Share for which this Warrant is being exercised (as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. applicable); and B = the Purchase Price in effect under this Warrant at Exercise Price. If on the time the net issue election is made pursuant to this Section 4. For purposes date of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share Exercise Shares are listed on an established national or regional stock exchange, are admitted to quotation on the National Association of Securities Dealers Automated Quotation System, or are publicly traded on an established securities market, then notwithstanding anything else contained in the Warrant, the Fair Market Value of one Exercise Share shall be the average closing price of one Exercise Share on such exchange or in such market (the highest such closing price if there is more than one such exchange or market) on the trading day immediately preceding the date on which such determination is being made (or, if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day), or, if no sale of any Exercise Shares of is reported for such trading day, on the Common Stock quoted in next preceding day on which any sale shall have been reported. If the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price Exercise Shares are not listed on such an exchange, quoted on the NASDAQ System such system or traded on any exchange such a market on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery Fair Market Value of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock Exercise Shares shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration Company’s Board of the ten-day period Directors in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofgood faith. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AX= Y(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for the Company's Common Stock at the time of such exercisesecurities exchange, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Common Stock of the Company equal to the value of this Warrant or any remaining portion hereof hereof. The Holder may exercise its election under this Section by the surrender of this Warrant or such portion to the Company, Company at the principal office of the Company, with the subscription form attached hereto marked with a net issue election. Thereupon, the The Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Common Stock to be issued to such holder the Holder pursuant to this Section 46. X = Y (A – B) A Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. 6. A = the The fair market value of one share of the Common Stock, Stock (as determined in accordance below) on the date the Company receives notice of the exercise with the following provisions, as at the time the net issue election is made pursuant to this Section 4duly executed. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 46. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exerciseAs used herein, the fair market value per share of Common Stock as of a specified date shall be mean the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale sales price of the Company’s Common Stock as quoted by the Nasdaq Stock Market (“Nasdaq”) or the closing price quoted on the NASDAQ System or listed on any exchange on which the Common Stock is listedexchange, whichever is applicable, as published in THE WALL STREET JOURNAL the Western Edition of The Wall Street Journal for the five (5) ten trading days immediately prior to the date to of the date of determination of fair market valueHolder’s election hereunder. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with If the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the ’s Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in is not quoted by Nasdaq or listed on an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2)exchange, the fair market value of one share of the Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one the Common Stock of the Company as determined by the Company’s Board of Directors in good faith. If the Company has become subject to an Acquisition (as defined in Section 9 below) agreement prior to the date of the exercise under this Section 6, the current fair market value of the Common Stock shall be deemed to be the value to received by the holders of the Company’s Common Stock (as determined in good faith by the Company’s Board of Directors) for each share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofAcquisition. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A: 1. X=Y(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.0001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public securities exchange or NASDAQ market for the Company's Common Stock at the time of such exerciseor system, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean: (a) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (b) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1i) Where there exists If traded on a public market for the Company's Common Stock at the time of such exercisesecurities exchange, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any such exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (ii) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2iii) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean: (a) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (b) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1i) Where there exists If traded on a public market for the Company's Common Stock at the time of such exercisesecurities exchange, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any such exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (ii) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2iii) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where X = where: X= the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = Y= the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 44 . A = A= the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = 4 .. B= the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 44 . For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.001 par value (the “Common Stock” ) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date” ) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the Securities Act of 1933, as amended (a “Public Offering” ), and if the Company’s Registration Statement relating to such Public Offering ( “Registration Statement” ) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoingDetermination Date, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common the Preferred Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable shall be deemed to reach agreement under the foregoing subparagraph (2), the be such fair market value of one share the Common Stock multiplied by the number of shares of Common Stock shall be determined by appraisal. The Company and the holder hereof shall into which each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Preferred Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.convertible;

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock as of the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s common stock, "fair market value" no par value (the “Common Stock”) to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of one share shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for the Company's Common Stock at the time of such exercisesecurities exchange, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any such exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock (other than Common Stock) shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common Stock into which each share of Preferred Stock (other than Common Stock) is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock (other than Common Stock) shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock (other than Common Stock) is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof then Fair Market Value shall negotiate be determined in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) Company’s Board of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof (a) Prior to the Automatic Conversion Effective Time (as defined in Section 6), the Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the CompanyCompany (“Net Issue Election”). Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Series F Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares of Series F Stock to be issued to such holder the Holder pursuant to this Section 45(a). Y = the number of shares of Series F Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 45(a). A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as Series F Stock at the time the net issue election is made pursuant to this Section 45(a). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 45(a). For purposes As used herein, the current fair market value of a share of Series F Stock shall mean the price per share which the Company could obtain from a willing buyer for shares of Series F Stock, as determined in good faith by the Company’s Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Series F Stock receive securities and/or other property in exchange for their Series F Stock, in which case the fair market value of Series F Stock shall be deemed to be the value of the securities and other property received by the holders of the Company’s Series F Stock per share of Series F Stock pursuant to such merger, consolidation or other acquisition. (b) On and after the Automatic Conversion Effective Time, 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. 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 = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 4, "5(b). Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 5(b). A = the fair market value" value of one share of Common Stock at the time the net issue election is made pursuant to this Section 5(b). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 5(b). As used herein, current fair market value of Common Stock shall be determined as followsmean with respect to each share of Common Stock: (1i) Where there exists a public market for if the Company's Common Stock at is traded on a national securities exchange or quoted on the time of such exerciseNasdaq Stock Market, the fair market value per share shall be deemed to be the average of the closing prices over a twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock is being determined; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq Stock Market but is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which is being determined; or (iii) if the Common Stock is listednot listed on any national securities exchange or quoted on the Nasdaq Stock Market or actively traded in the over-the-counter market, whichever is applicablethe current fair market value of Common Stock shall be the price per share, as published determined in THE WALL STREET JOURNAL good faith by its Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Common Stock receive securities and/or other property in exchange for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of their Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon which case the fair market value of one Common Stock shall be deemed to be the value of the securities and other property received by the holders of the Company’s Common Stock per share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The feessuch merger, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofconsolidation or other acquisition. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AX= Y(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $0.0001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "fair market value" Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of one share the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. KiOR Inc. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public securities exchange or NASDAQ market for the Company's Common Stock at the time of such exerciseor system, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof (a) In lieu of exercise pursuant to Section 3, the Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the Company; provided, however, that the Holder may use the net issue election provided for in this Section 4 only after the shares issuable upon exercise of this Warrant have a readily ascertainable fair market value. For purposes of this Section 4, the term "readily ascertainable fair market value" means a value which can be determined by referencing trades of such shares on a securities exchange. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock Stock, if any, as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions(b) below, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. . (b) For purposes of this Section 4, "fair market value" value (the "Market Price") of one a share of Common Stock as of a particular date (the "Determination Date") shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be mean the average of the closing prices of such security's sales on the principal securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the Common Stock last sale prices quoted by Nasdaq, or if on any day such security is not quoted by Nasdaq, the average of the highest bid and lowest asked prices on such day in the Overdomestic over-Thethe-Counter Market Summary counter market as reported by the National Quotation Bureau, Incorporated, or the last reported sale price any similar successor organization, in each such case averaged over a period of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days consisting of the day prior to the date to the date day as of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company which "Market Price" is being determined and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. four (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interestsconsecutive business days prior to such day. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the Company; provided, that the Holder may not make such an election unless (i) the Company has registered the Common Stock pursuant to the Act or in connection with such registration or (ii) upon the expiration of this Warrant. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 410. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 410. A = the fair market value of one share of Common Stock. If the Common Stock is registered pursuant to the Act, the fair market value shall mean the average high and low prices of the Common Stock on the day prior to the exercise of this Warrant, if the Common Stock is being traded on a national exchange; or the last reported sale price on the day prior to exercise of this Warrant, if the Common Stock is traded on the Nasdaq National Market, and the Common Stock is not traded on a national exchange; or the closing bid price (or average of bid prices) last quoted on the day prior to the exercise of this Warrant by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market or a national exchange. If the election occurs in connection with the registration of Common Stock under the Act, then the fair market value shall be the price offered to the public. Otherwise, the fair market value shall be as determined in accordance with good faith by the following provisionsBoard of Directors of the Company, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering10. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where X = where: X= the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = Y= the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = A= the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = B= the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AX=Y(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "Common Stock") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Common Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A. X=Y(A-B) ------- ------ A where where: X = the number of shares of Common Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Common Stock as of a particular date (the "Determination Date") shall be determined mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1A) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) trading day period ending five business days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, Determination Date. (B) If otherwise traded in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stockan over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five business days prior to the public of the Company's initial public offeringDetermination Date. (2C) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AY(A-B) ------- X = -------- A where Where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section SECTION 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the initial sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange, the Company's Common Stock at NASDAQ National Market or another nationally recognized trading system as of the time of such exerciseExercise Date, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, either (x) in the event of any liquidation, dissolution or winding up of the Company (whether actual or deemed to have occurred pursuant to Section 3.c of the Company's Certificate of Designation for Series C-1 Preferred Stock and Series C-2 Preferred Stock), the Net Liquidation Value of this Warrant (as hereinafter defined) or (y) shares equal to the value Net Value of this Warrant (as hereinafter defined), or in either case any portion hereof hereof, by the surrender of this Warrant or such portion to the Company, with the Notice of Net Issue Election in the form of Annex C hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to such holder the Holder the Net Liquidation Value of this Warrant (or portion thereof), in the case of a net exercise pursuant to clause (x) or such number of fully paid and nonassessable shares of Common Stock Series C Shares as is computed using the following formula: , in the case of a net exercise pursuant to clause (y): X = Y (AY(A-B) ------- ------ A where X = the number of shares to be issued to such the holder pursuant to this Section 41.2. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41.2. A = the fair market value of one Series C Share, which shall be deemed to equal the fair market value of one share of the Company's Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to provisions of this Section 41.2; provided, however, that if each Series C Share is then convertible into more than or less than one share of the Company's Common Stock, then the fair market value of each Series C Share shall be deemed to equal the fair market value of one share of the Company's Common Stock multiplied by the number of shares of the Company's Common Stock into which each Series C Share is then convertible. B = the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 41.2. For purposes of this Section 41.2, the "fair market value" of one per share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at shall mean: (a) If the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Company's Common Stock is listedtraded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, whichever or is applicable, as published in THE WALL STREET JOURNAL for listed on the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser SmallCap Market (the "Selected AppraisersSmallCap Market") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower valueNational Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the fair market value shall be the average of the appraisals made by each last reported sale prices of the Selected Appraisers. In Company's Common Stock on such exchange or on the event that SmallCap Market over the values differ by ten percent five (10%5) or more consecutive trading days immediately preceding the effective date of exercise of the lower net issue election or if the last reported sale price information is not available for such days, the average of the mean of the closing bid and asked prices for such days on such exchange or on the SmallCap Market; (b) If the Company's Common Stock is not listed or admitted to unlisted trading privileges, the fair market value shall be the average of the mean of the last bid and asked prices reported over the five (5) consecutive Business Days immediately preceding the effective date of exercise of the net issue election (1) by the NASDAQ or (2) if reports are unavailable under clause (1) above, by the National Quotation Bureau Incorporated; and (c) If the Company's 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 holder of this Warrant and the Company are unable to agree on such fair market value, the Selected Appraisers holder of this Warrant and the Company shall within ten (10) days each select a third appraiser (the "Neutral Appraiser") an independent and nationally-recognized investment banking firm and such selected firms shall select another such firm to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then appraise the fair market value of one share the Warrant and to perform the computations involved. The determination of Common Stock such investment banking firm shall be that one binding upon the Company, the holder of this Warrant and any other holder of Warrants or Warrant Shares in connection with any transaction occurring at the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraisertime of such determination. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will investment banking firm shall be borne equally by the Company and the holder hereof. (4) Holder of this Warrant. In appraising all cases, the determination of fair market value shall be made without consideration of one share the lack of a liquid public market for the Common Stock and without consideration of any "control premium" or any discount for holding less than a majority or controlling interest of the outstanding Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with . For purposes of this Section 4 shall be conclusive1.2, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms term "Net Liquidation Value" of this Warrant, or portion thereof, shall mean the amount payable to the holders of Series C Shares (with respect to the number of Series C Shares covered by this Warrant in respect of which the net issue election is made pursuant to clause (x) of Section 1.2, and assuming, for purposes of calculating the "Net Liquidation Value, that such Series C Shares are issued and outstanding) as a result of or in connection with any liquidation, dissolution or winding up of the Company pursuant to Section 3 of the Company's Certificate of Designation for Series C-1 Preferred Stock and Series C-2 Preferred Stock (whether actual or deemed to have occurred pursuant to Section 3.c thereof) less the Exercise Price of such Series C Shares.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the Company; PROVIDED, that the Holder may not make such an election unless (i) the Company has registered its securities pursuant to the Securities Act of 1933, as amended, (the "Act") or in connection with such registration or (ii) upon the expiration of this Warrant. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value of one share of Common Stock. If the Company's securities are registered pursuant to the Act, the fair market value shall mean the average high and low prices of the Common Stock on the day prior to the exercise of this Warrant, if the Common Stock is being traded on a national exchange; or the last reported sale price on the day prior to exercise of this Warrant, if the Common Stock is traded on the Nasdaq National Market, and if the Common Stock is not traded on a national exchange; or the closing bid price (or average of bid prices) last quoted on the day prior to the exercise of this Warrant by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market or a national exchange. If the election occurs in connection with the registration of securities, then the fair market value shall be the price offered to the public. Otherwise, the fair market value shall be as determined in accordance with good faith by the following provisionsBoard, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock The Board shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted promptly respond in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior writing to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined inquiry by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") Holder as to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AX=Y(A-B) ------- A where B)/A where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of a particular date (the "Determination Date") shall mean: (a) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the Securities Act of 1933 ("1933 Act") (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (b) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1i) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in on such exchange or market over the Over-The-Counter Market Summary or five day period ending five business days prior to the last reported sale price Determination Date, and the fair market value of the Preferred Stock shall be deemed to be such fair market value of the Common Stock or multiplied by the closing price quoted on the NASDAQ System or on any exchange on which the number of shares of Common Stock into which each share of Preferred Stock is listed, whichever is applicable, as published then convertible; (ii) If otherwise traded in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stockan over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five business days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2iii) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof may elect to receive, without the payment by such 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such the holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such the holder pursuant to this Section 41.6. Y = Y= the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41.6. A = A= the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to provisions of this Section 41.6. B = B= the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 41.6. For purposes of this Section 41.6, the "fair market value" of one per share of the Company's Common Stock shall be determined as followsmean: (1) Where there exists a public market for If the Company's Common Stock at is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the time National Market (the "National Market") of such exercisethe National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock on such exchange or on the National Market on the last business day before the effective date of exercise of the net issue election or if no such sale is made on such day, the mean of the closing price quoted bid and asked prices for such day on such exchange or on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering.National Market; (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort is not so listed or admitted to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower valueunlisted trading privileges, the fair market value shall be the average mean of the appraisals made by each last bid and asked prices reported on the last business day before the date of the Selected Appraisers. In election (1) by the event that NASDAQ or (2) if reports are unavailable under clause (1) above by the values differ National Quotation Bureau Incorporated; and (3) 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 ten percent (10%) or more the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the lower Company and the holder of this Warrant. If the holder of this Warrant and the Company are unable to agree on such fair market value, the Selected Appraisers holder of this Warrant shall within ten (10) days select a third appraiser (pool of three independent and nationally-recognized investment banking firms from which the "Neutral Appraiser") Company shall select one such firm to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then appraise the fair market value of one share the Warrant and to perform the computations involved. The determination of Common Stock such investment banking firm shall be that one binding upon the Company, the holder of this Warrant and any other holder of Warrants or Warrant Shares in connection with any transaction occurring at the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraisertime of such determination. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will such investment banking firm shall be borne by the party who selected such appraiserCompany. In all cases, and the fees, costs and expenses determination of fair market value shall be made without consideration of the Neutral Appraiser will be borne equally by lack of a liquid public market for the Company Common Stock and without consideration of any "control premium" or any discount for holding less than a majority or controlling interest of the holder hereofoutstanding Common Stock. (4) In appraising The parties acknowledge that the fair market value exercise of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Warrant pursuant to this Section 4 1.6 shall be conclusiveconstitute a "reorganization" within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, final as amended (the "Code") and binding upon the Company and the holder hereofagrees not to take any position inconsistent with such treatment for federal income tax purposes including, and shall be enforceable but not limited to, in any court having jurisdiction over a proceeding to enforce the terms of this Warrantfiling, return or information statement.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4, "fair market value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $0.0035 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall be determined as followsmean: (1i) Where there exists a public market for If the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock net issue election is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised made in connection with and contingent upon the closing of the sale of the Company's initial public offering of ’s Common Stock, the fair market value per share shall be the per share offering price Stock to the public of in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company's initial public offering. ’s Registration Statement relating to such Public Offering (2“Registration Statement”) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined has been declared effective by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected AppraisersSecurities and Exchange Commission, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.initial

Net Issue Election. The holder hereof Notwithstanding any other provision contained herein to the contrary, commencing 120 days after (i) with respect to all Warrant Shares other than Additional Warrant Shares, the Closing Date or (ii) with respect to Additional Warrant Shares, an Investor demand, so long as the Company is required under the Registration Rights Agreement to have effected the registration of the Warrant Shares or the Additional Warrant Shares, as the case may be, for sale to the public pursuant to a Registration Statement (as such term is defined in the Registration Rights Agreement), if the Warrant Shares or the Additional Warrant Shares, as the case may be, may not be freely sold to the public for any reason (including, but not limited to, the failure of the Company to have effected the registration of the Warrant Shares or the Additional Warrant Shares, as the case may be, or to have a current prospectus available for delivery or otherwise, but excluding the inability of the Warrantholder to sell the Warrant Shares or Additional Warrant Shares, as the case may be, due to market conditions), the Warrantholder may elect to receive, without the payment by such holder the Warrantholder of any additional considerationthe aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant (or such portion to of this Warrant being so exercised) together with the CompanyNet Issue Election Notice annexed hereto as Appendix B duly executed, at the office of the Company; provided, however, that in the case of the Additional Warrant Shares, such right shall be limited to the value of the Additional Warrant Shares. Thereupon, the Company shall issue to such holder the Warrantholder such number of fully paid paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-A - B) ------- A where X = the number of shares of Common Stock which the Warrantholder has then requested be issued to the Warrantholder; Y = the total number of shares of Common Stock covered by this Warrant which the Warrantholder has surrendered at such time for cash-less exercise (including both shares to be issued to such holder pursuant the Warrantholder and shares to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. be canceled as payment therefor); A = the fair market value “Fair Market Value” of one share of Common Stock, as determined in accordance with the following provisions, Stock as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.made; and

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.01 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Notwithstanding any other provision contained herein to the contrary, commencing 120 days after (i) the First Closing Date (in the case of Warrants issued on the First Closing Date) (as such term is defined in the Purchase Agreement), (ii) the Second Closing Date (in the case of Warrants issued on the Second Closing Date) (as such term is defined in the Purchase Agreement) or (iii) an Investor demand (in the case of Additional Warrant Shares), so long as the Company is required under the Registration Rights Agreement to have effected the registration of the Warrant Shares or the Additional Warrant Shares, as the case may be, for sale to the public pursuant to a Registration Statement (as such term is defined in the Registration Rights Agreement), if the Warrant Shares or the Additional Warrant Shares, as the case may be, may not be freely sold to the public for any reason (including, but not limited to, the failure of the Company to have effected the registration of the Warrant Shares or the Additional Warrant Shares, as the case may be, or to have a current prospectus available for delivery or otherwise, but excluding the inability of the Warrantholder to sell the Warrant Shares or Additional Warrant Shares, as the case may be, due to market conditions), the Warrantholder may elect to receive, without the payment by such holder the Warrantholder of any additional considerationthe aggregate Warrant Price in respect of the shares of Common Stock to be acquired, shares of Common Stock equal to the value of this Warrant or any portion hereof by the surrender of this Warrant (or such portion to of this Warrant being so exercised) together with the CompanyNet Issue Election Notice annexed hereto as Appendix B duly executed, at the office of the Company; provided, however, that in the case of the Additional Warrant Shares, such right shall be limited to the value of the Additional Warrant Shares. Thereupon, the Company shall issue to such holder the Warrantholder such number of fully paid paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-A - B) ------- --------- A where X = the number of shares of Common Stock which the Warrantholder has then requested be issued to the Warrantholder; Y = the total number of shares of Common Stock covered by this Warrant which the Warrantholder has surrendered at such time for cash-less exercise (including both shares to be issued to such holder pursuant the Warrantholder and shares to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. be canceled as payment therefor); A = the fair market value "Fair Market Value" of one share of Common Stock, as determined in accordance with the following provisions, Stock as at the time the net issue election is made pursuant to this Section 4. made; and B = the Purchase Warrant Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offeringmade. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A: 1. X=Y(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4, "fair market value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s Class A Common Stock if the Preferred Stock has been automatically converted into Class A Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall be determined mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Class A Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Class A Common Stock into which each share of Preferred Stock is then convertible subject to adjustment, if any, as set forth in Section 23. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public securities exchange or NASDAQ market for the Company's Common Stock at the time of such exerciseor system, the fair market value per share of the Class A Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Class A Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoingDetermination Date, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one the Preferred Stock shall be deemed to be such fair market value of the Class A Common Stock multiplied by the number of shares of Class A Common Stock into which each share of Common Preferred Stock for a period of ten is then convertible (10) days after delivery subject to reference to the “Series C Conversion Price” adjustment of the executed subscription.Preferred Stock under Section 4.1.2 of the Articles); (3b) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2)otherwise traded in an over-the-counter market, the fair market value of one share of the Class A Common Stock shall be determined by appraisal. The Company deemed to be the average of the closing ask prices of the Class A Common Stock over the five day period ending five trading days prior to the Determination Date, and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration fair market value of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered Preferred Stock shall be conclusive. In deemed to be such fair market value of the event that the values determined Class A Common Stock multiplied by the Selected Appraisers differ by less than ten percent number of shares of Class A Common Stock into which each share of Preferred Stock is then convertible (10%) subject to reference to the “Series C Conversion Price” adjustment of the lower valuePreferred Stock under Section 4.1.2 of the Articles); and (c) If there is no public market for the Class A Common Stock, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The With respect to the number of shares of Common Stock then vested, the holder hereof may elect to receive, without the payment by such 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such the holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A B)/A where X = the number of shares to be issued to such the holder pursuant to this Section 41.5. Y = the number of vested shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41.5. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to provisions of this Section 41.5. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 41.5. For purposes of this Section 41.5, the "fair market value" of one per share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at shall mean: (a) If the time Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market (the "National Market") of such exercisethe National Association of Securities Dealers Automated Quotations System ("NASDAQ"), the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock on such exchange or on the National Market on the last business day before the effective date of exercise of the net issue election or if no such sale is made on such day, the mean of the closing price quoted bid and asked prices for such day on such exchange or on the NASDAQ System or on any exchange on which National Market; (b) If the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) not so listed or admitted to unlisted trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower valueprivileges, the fair market value shall be the average mean of the appraisals made by each last bid and asked prices reported on the last business day before the date of the Selected Appraisers. In election (1) by the event that NASDAQ or (2) if reports are unavailable under clause (1) above by the values differ National Quotation Bureau Incorporated; and (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by ten percent (10%) or more the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the lower Company and the holder of this Warrant. If the holder of this Warrant and the Company are unable to agree on such fair market value, the Selected Appraisers holder of this Warrant shall within ten (10) days select a third appraiser (pool of three independent and nationally-recognized investment banking or accounting firms from which the "Neutral Appraiser") Company shall select one such firm to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then appraise the fair market value of one share the Warrant and to perform the computations involved. The determination of Common Stock such investment banking firm shall be that one binding upon the Company, the holder of this Warrant and any other holder of Warrants or Warrant Shares in connection with any transaction occurring at the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraisertime of such determination. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will investment banking firm shall be borne equally by the Company holder of this Warrant and the holder hereofCompany. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Common Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-Y(A - B) ------- A where where: X = the number of shares of Common Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Stock, Stock as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Common Stock as of the date that the net issue election is made (the "Determination Date") shall be determined mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1A) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, Determination Date; (B) If otherwise traded in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stockan over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public of the Company's initial public offering.Determination Date; and (2C) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder 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 duly executed, at the office of the Company; PROVIDED, that the Holder may not make such an election unless (i) the Company has registered its securities pursuant to the Securities Act of 1933, as amended, (the "Act") or in connection with such registration or (ii) upon the expiration of this Warrant. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (AY(A-B) ------- ------ A where X = the number of shares to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value of one share of Common Stock. If the Company's securities are registered pursuant to the Act, the fair market value shall mean the average high and low prices of the Common Stock on the day prior to the exercise of this Warrant, if the Common Stock is being traded on a national exchange; or the last reported sale price on the day prior to exercise of this Warrant, if the Common Stock is traded on the Nasdaq National Market, and if the Common Stock is not traded on a national exchange; or the closing bid price (or average of bid prices) last quoted on the day prior to the exercise of this Warrant by an established quotation service for over-the-counter securities, if the Common Stock is not reported on the Nasdaq National Market or a national exchange. If the election occurs in connection with the registration of securities, then the fair market value shall be the price offered to the public. Otherwise, the fair market value shall be as determined in accordance with good faith by the following provisionsBoard, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market value" of one share of Common Stock The Board shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted promptly respond in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior writing to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined inquiry by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") Holder as to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" (the “Common Stock”) if all of one share the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for the Company's Common Stock at the time of such exercisesecurities exchange or Nasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AX=Y(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.0001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. KiOR Inc. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public securities exchange or NASDAQ market for the Company's Common Stock at the time of such exerciseor system, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the Securities Act of 1933, as amended (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoingDetermination Date, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common the Preferred Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable shall be deemed to reach agreement under the foregoing subparagraph (2), the be such fair market value of one share the Common Stock multiplied by the number of shares of Common Stock shall be determined by appraisal. The Company and the holder hereof shall into which each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Preferred Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.convertible;

Net Issue Election. The holder hereof may elect to receive, without the ------------------ payment by such 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such the holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such the holder pursuant to this Section 41.5. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41.5. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to provisions of this Section 41.5. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 41.5. For purposes of this Section 41.5, the "fair market value" of one per share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at shall mean: (a) If the time Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market (the "National Market") of such exercisethe National Association of Securities Dealers Automated Quotations System ("NASDAQ"), the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock on such exchange or on the National Market on the last business day before the effective date of exercise of the net issue election or if no such sale is made on such day, the mean of the closing price quoted bid and asked prices for such day on such exchange or on the NASDAQ System or on any exchange on which National Market; (b) If the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) not so listed or admitted to unlisted trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower valueprivileges, the fair market value shall be the average mean of the appraisals made by each last bid and asked prices reported on the last business day before the date of the Selected Appraisers. In election (1) by the event that NASDAQ or (2) if reports are unavailable under clause (1) above by the values differ National Quotation Bureau Incorporated; and (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by ten percent (10%) or more the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the lower company and the holder of this Warrant. If the holder of this Warrant and the Company are unable to agree on such fair market value, the Selected Appraisers holder of this Warrant shall within ten (10) days select a third appraiser (pool of three independent and nationally-recognized investment banking or accounting firms from which the "Neutral Appraiser") Company shall select one such firm to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then appraise the fair market value of one share the Warrant and to perform the computations involved. The determination of Common Stock such investment banking firm shall be that one binding upon the Company, the holder of this Warrant and any other holder of Warrants or Warrant Shares in connection with any transaction occurring at the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraisertime of such determination. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will investment banking firm shall be borne equally by the Company holder of this Warrant and the holder hereofCompany. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof may elect to receive, without the payment by such 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such the holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = =the number of shares to be issued to such the holder pursuant to this Section 41.5. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41.5. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to provisions of this Section 41.5. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 41.5. For purposes of this Section 41.5, the "fair market value" of one per share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at shall mean: (a) If the time Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market (the "National Market") of such exercisethe National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock on such exchange or on the National Market on the last business day before the effective date of exercise of the net issue election or if no such sale is made on such day, the mean of the closing price quoted bid and asked prices for such day on such exchange or on the NASDAQ System or on any exchange on which National Market; (b) If the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) not so listed or admitted to unlisted trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower valueprivileges, the fair market value shall be the average mean of the appraisals made by each last bid and asked prices reported on the last business day before the date of the Selected Appraisers. In election (1) by the event that NASDAQ or (2) if reports are unavailable under clause (a) above by the values differ National Quotation Bureau Incorporated; and (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by ten percent (10%) or more the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the lower Company and the holder of this Warrant. If the holder of this Warrant and the Company are unable to agree on such fair market value, the Selected Appraisers holder of this Warrant shall within ten (10) days select a third appraiser (pool of three independent and nationally- recognized investment banking firms from which the "Neutral Appraiser") Company shall select one such firm to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then appraise the fair market value of one share the Warrant and to perform the computations involved. The determination of Common Stock such investment banking firm shall be that one binding upon the Company, the holder of this Warrant and any other holder of Warrants or Warrant Shares in connection with any transaction occurring at the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraisertime of such determination. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will such investment banking firm shall be borne by the party who selected such appraiserCompany. In all cases, and the fees, costs and expenses determination of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value shall be made without consideration of one share the lack of a liquid public market for the Common Stock and without consideration of any "control premium" or any discount for holding less than a majority or controlling interest of the outstanding Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AY(A-B) ------- X= ------ A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section SECTION 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4. For purposes "Fair Market Value" of this Section 4a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of a particular date (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (a) If traded on a securities exchange or the Nasdaq National Market, the fair market value" value of one a share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of such exercise, the fair market value per share shall deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted on such exchange or market, as reported in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for Wall Street Journal over the five (5) trading day period ending five business days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering value of a share of Preferred Stock shall be deemed to be such fair market value of a share of Common StockStock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible. (b) If otherwise traded in an over-the-counter market, the fair market value per of a share of Common Stock shall be deemed to be the per average of the closing ask prices of a share offering price of Common Stock over the five day period ending five business days prior to the public Determination Date, and the fair market value of a share of Preferred Stock shall be deemed to be such fair market value of a share of Common Stock multiplied by the Company's initial public offering.number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AX= Y(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.0035 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoingDetermination Date, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share the Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock for a period into which each share of ten (10) days after delivery of the executed subscription.Preferred Stock is then convertible; (3b) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2)otherwise traded in an over-the-counter market, the fair market value of one share of the Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails deemed to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each closing ask prices of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal over the five day period ending five trading days prior to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers orDetermination Date, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then and the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Preferred Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section SECTION 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or Common Stock if the Preferred Stock has been converted into Common Stock) as of a particular date (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1A) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in on such exchange or market over the Over-The-Counter Market Summary or five day period ending five business days prior to the last reported sale price Determination Date, and the fair market value of the Preferred Stock shall be deemed to be such fair market value of the Common Stock or multiplied by the closing price quoted on the NASDAQ System or on any exchange on which the number of shares of Common Stock into which each share of Preferred Stock is listed, whichever is applicable, as published then convertible; (B) If otherwise traded in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stockan over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five business days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2C) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average determined by mutual agreement of the appraisals made by each holder of this Warrant and the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiserCompany, and if the feesholder and the Company are unable to so agree, costs and expenses of at the Neutral Appraiser will be borne equally Company's sole expense by a valuation or investment banking firm selected by the Company and reasonably acceptable to the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.001 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the Securities Act of 1933, as amended (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The With respect to the number of shares of Common Stock then vested, the holder hereof may elect to receive, without the payment by such 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such the holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such the holder pursuant to this Section 41.5. Y = the number of vested shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41.5. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to provisions of this Section 41.5. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 41.5. For purposes of this Section 41.5, the "fair market value" of one per share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at shall mean: (a) If the time Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market (the "National Market") of such exercisethe National Association of Securities Dealers Automated Quotations System ("NASDAQ"), the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock on such exchange or on the National Market on the last business day before the effective date of exercise of the net issue election or if no such sale is made on such day, the mean of the closing price quoted bid and asked prices for such day on such exchange or on the NASDAQ System or on any exchange on which National Market; (b) If the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) not so listed or admitted to unlisted trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower valueprivileges, the fair market value shall be the average mean of the appraisals made by each last bid and asked prices reported on the last business day before the date of the Selected Appraisers. In election (1) by the event that NASDAQ or (2) if reports are unavailable under clause (1) above by the values differ National Quotation Bureau Incorporated; and (c) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by ten percent (10%) or more the Company from authorized but unissued shares, as such price shall be determined by mutual agreement of the lower Company and the holder of this Warrant. If the holder of this Warrant and the Company are unable to agree on such fair market value, the Selected Appraisers holder of this Warrant shall within ten (10) days select a third appraiser (pool of three independent and nationally-recognized investment banking or accounting firms from which the "Neutral Appraiser") Company shall select one such firm to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then appraise the fair market value of one share the Warrant and to perform the computations involved. The determination of Common Stock such investment banking firm shall be that one binding upon the Company, the holder of this Warrant and any other holder of Warrants or Warrant Shares in connection with any transaction occurring at the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraisertime of such determination. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will investment banking firm shall be borne equally by the Company holder of this Warrant and the holder hereofCompany. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AY(A-B) ------- X=------ A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section SECTION 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4. For purposes of this Section 4, "fair market valueFAIR MARKET VALUE" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.001 par value (the "COMMON STOCK") if the Preferred Stock has been automatically converted into Common Stock; as of the date that the net issue election is made (the "DETERMINATION DATE") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "PUBLIC OFFERING"), and if the Company's Registration Statement relating to such Public Offering ("REGISTRATION STATEMENT") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (AY(A-B) ------- X = ------ A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section SECTION 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the initial sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange, the Company's Common Stock at NASDAQ National Market or another nationally recognized trading system as of the time of such exerciseExercise Date, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = Y= the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = A= the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = B= the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or a fully paid and non-assessable share of the Company’s common stock, "fair market value" $0.0001 par value (the “Common Stock”) if all the outstanding shares of one share Preferred Stock have been converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for the Company's Common Stock at the time of such exercisenational securities exchange, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any such exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for over the five (5) trading day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value per share of the foregoing, in Preferred Stock shall be deemed to be such fair market value per share of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing ask prices of the Common Stock over the five trading day period ending five trading days prior to the Determination Date, and the fair market value per share offering price to the public of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value per share of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof may elect to receive, without the payment by such 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 duly executed, at the office of the Company. Thereupon, the Company shall issue to such the holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to such the holder pursuant to this Section 41.6. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 41.6. A = the fair market value of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to provisions of this Section 41.6. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 41.6. For purposes of this Section 41.6, the "fair market value" of one per share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at shall mean: If the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock net issue election is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of and contingent upon the Company's initial public offering. (2) , and if the Company's registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering; or If no the net issue election is not exercised in connection with and contingent upon the Company's initial public market for offering, then as follows: If the Common Stock exists at is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser National Market (the "Selected AppraisersNational Market") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower valueNational Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the fair market value shall be the average of the appraisals made by each last reported sale prices of the Selected Appraisers. In Common Stock on such exchange or on the event that National Market over the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (consecutive Business Days immediately preceding the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days effective date of its appointment hereunder. The fair market value exercise of one share the net issue election or if the last reported sale price information is not available for such days, the average of the mean of the closing bid and asked prices for such day on such exchange or on the National Market; If the Common Stock shall be equal to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisersso listed or admitted to unlisted trading privileges, then the fair market value shall be the average of one share the mean of the last bid and asked prices reported over the ten (10) consecutive Business Days immediately preceding the effective date of exercise of the net issue election (1) by the NASDAQ or (2) if reports are unavailable under clause (1) above, by the National Quotation Bureau Incorporated; and 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 that one of the two appraisals made price per share which the Company could obtain from a willing buyer for shares sold by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) Company from authorized but unissued shares, as such price shall be in writing and signed determined by the appraiser. The fees, costs and expenses mutual agreement of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising of this Warrant. If the holder of this Warrant and the Company are unable to agree on such fair market value, the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon good faith by the Company and Board of Directors of the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this WarrantCompany.

Net Issue Election. The holder hereof Notwithstanding any provisions herein to the contrary, if the Fair Market Value (hereinafter defined) of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive, without the payment by such holder of any additional consideration, receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant or any portion hereof by part thereof at the surrender principal office of this Warrant or such portion to the Company, together with the properly completed and executed Exercise Agreement together with the Net Issue Election Notice annexed hereto as Exhibit B duly executed, at the office of the Company. Thereupon, Company in which event the Company shall issue to such holder such the Holder a number of shares of fully paid paid, validly issued and nonassessable shares of Common Stock as is computed using the following formula: X No. of Exercise Shares x (Fair Market Value -- Exercise Price) Net Issue Shares = Y (A-B) ------- A where X = -------------------------------------------------------------- Fair Market Value Where the "Net Issue Shares" is the number of shares of Common Stock to be issued to such holder pursuant to this Section 4the Holder and the "No. Y = of Exercise Shares" is the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value of one share of Common StockStock purchasable under the Warrant or, as determined in accordance with if only a portion of the following provisionsWarrant is being exercised, as the portion of the Warrant being exercised (at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4date of such calculation). For purposes of this Section 4the above calculation, Fair Market Value shall mean as of a particular date (the "fair market value" Valuation Date") the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock shall be determined as follows: (1) Where there exists a public market for the Company's Common Stock at the time of on such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or exchange on the last reported sale price of trading day prior to the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which Valuation Date; (b) if the Common Stock is listedthen quoted on The Nasdaq Stock Market, whichever is applicable, as published in THE WALL STREET JOURNAL for the five Inc. (5) trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoing, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock"Nasdaq"), the fair market value per share shall be National Association of Securities Dealers, Inc. OTC Bulletin Board (the per share offering price to the public of the Company's initial public offering. (2"Bulletin Board") If no public market for the Common Stock exists at the time of or such exercisesimilar quotation system or association, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value closing sale price of one share of Common Stock for a period of ten (10) days after delivery on Nasdaq, the Bulletin Board or such other quotation system or association on the last trading day prior to the Valuation Date or, if no such closing sale price is available, the average of the executed subscription. (3) If the Company high bid and the holder hereof are unable low asked price quoted thereon on the last trading day prior to reach agreement under the foregoing subparagraph Valuation Date; or (2)c) if the Common Stock is not then listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board or such other quotation system or association, the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration as of the ten-day period Valuation Date, as determined in subparagraph (2) abovegood faith by the Board of Directors of the Company. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In If the event that either Selected Appraiser fails to render an appraisal within such thirty-day periodCommon Stock is not then listed on a national securities exchange, the first appraisal rendered Bulletin Board or such other quotation system or association, the Board of Directors of the Company shall be conclusive. In the event that the values determined respond promptly, in writing, to an inquiry by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal Holder prior to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then exercise hereunder as to the fair market value of one a share of Common Stock shall be that one as determined by the Board of Directors of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofCompany. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, "fair market value" $0.0035 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoingDetermination Date, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share the Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock for a period into which each share of ten (10) days after delivery of the executed subscription.Preferred Stock is then convertible; (3b) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2)otherwise traded in an over-the-counter market, the fair market value of one share of the Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails deemed to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each closing ask prices of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal over the five day period ending five trading days prior to the appraisal made by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers orDetermination Date, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then and the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Preferred Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A. X=Y(A-B) ------- ------ A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes of this Section 4, "fair market valueFair Market Value" of one a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) as of a particular date (the "Determination Date") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "Public Offering"), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1A) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) trading day period ending five business days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stuck multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (B) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five business days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2C) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant of Preferred Stock in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or Common Stock if the Preferred Stock has been automatically converted into Common Stock) $0.0001 as of the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), "fair market value" and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of one share shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4a share of Preferred Stock (or fully paid and nonasessable shares of the Company’s common stock, "fair market value" $0.01 par value (the “Common Stock”) if the Preferred Stock has been automatically converted into Common Stock) as of one share the date that the net issue election is made (the “Determination Date”) shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (b) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determination Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2c) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof may elect to receive, without the payment by such holder of any additional considerationconsideration (other than the surrender referred to in this Section 2(b)), shares equal to the value of this Warrant or any portion hereof (as determined below) by the surrender of this Warrant or such portion to the Company, with the Notice of Exercise duly executed by such holder, at the office of any duly appointed transfer agent for the Common Stock or at the office of the Company. Thereupon, the Company shall issue to such holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- -------- A where X = the number of shares of Common Stock to be issued to such holder pursuant to this Section 42(b). Y = the number of shares of Common Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 42(b). A = the fair market value Fair Market Value (as defined below) of one share of Common Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Warrant Price then in effect under this Warrant at the time the net issue election is made pursuant to this Section 42(b). For purposes of this Section 4As used herein, "fair market valueFAIR MARKET VALUE" of one per share of Common Stock as of any date shall be determined as follows: (1) Where there exists a public market for mean the Company's Common Stock at the time numerical average of such exercise, the fair market value per share of Common Stock over a period of 21 business days consisting of the business day on which the Notice of Exercise is received by the Company and the 20 consecutive business days prior to such date. The fair market value per share of Common Stock for any day shall be mean the average of the closing bid and asked prices of the Company's Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted sold on the NASDAQ System or on any exchange all securities exchanges on which the Common Stock may at the time be listed or as quoted on the Nasdaq National Market, or, if there have been no sales on any such exchange or any such quotation on any day, the average of the highest bid and lowest asked prices on all such exchanges or such system at the end of such day, or, if any day the Common Stock is not so listed, whichever is applicable, as published in THE WALL STREET JOURNAL for the five (5) trading days prior to average of the date to the date of determination of fair market value. Notwithstanding the foregoing, representative bid and asked prices quoted in the event Nasdaq system as of 4:00 p.m., Boston time, or, if on any day that Common Stock is not quoted in the Warrants are exercised in connection with the Company's initial public offering of Common StockNasdaq 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. If at any time 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 per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The the highest price per share which the Company and the holder hereof shall each select an appraiser could obtain from a willing buyer (the "Selected Appraisers"not a current employee or director) within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share for shares of Common Stock shall be equal to the appraisal made sold by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers orCompany, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisersfrom authorized but unissued shares, then the fair market value of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereof. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon good faith by the Company and Board of Directors of the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this WarrantCompany.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A- Y(A-B) ------- ------ A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section SECTION 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section SECTION 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section SECTION 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section SECTION 4. For purposes of this Section 4, "fair market valueFAIR MARKET VALUE" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company's common stock, $0.0001 par value (the "COMMON STOCK") if the Preferred Stock has been automatically converted into Common Stock) as of the date that the net issue election is made (the "DETERMINATION DATE") shall mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company's Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a "PUBLIC OFFERING"), and if the Company's Registration Statement relating to such Public Offering ("REGISTRATION STATEMENT") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock shall be determined into which each share of Preferred Stock is then convertible. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1A) Where there exists If traded on a public market for securities exchange or the Company's Common Stock at the time of such exerciseNasdaq National Market, the fair market value per share of the Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to Determination Date, and the date of determination of fair market value. Notwithstanding value of the foregoing, in Preferred Stock shall be deemed to be such fair market value of the event Common Stock multiplied by the Warrants are exercised in connection with the Company's initial public offering number of shares of Common StockStock into which each share of Preferred Stock is then convertible; (B) If otherwise traded in an over-the-counter market, the fair market value per share of the Common Stock shall be deemed to be the per share offering price average of the closing ask prices of the Common Stock over the five day period ending five trading days prior to the public Determinations Date, and the fair market value of the Company's initial public offering.Preferred Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Preferred Stock is then convertible; and (2C) If there is no public market for the Common Stock exists at the time of such exerciseStock, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one share of Common Stock for a period of ten (10) days after delivery of the executed subscription. (3) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2), the fair market value of one share of Common Stock shall be determined by appraisal. The Company and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered shall be conclusive. In the event that the values determined by the Selected Appraisers differ by less than ten percent (10%) of the lower value, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company's Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.

Net Issue Election. The holder hereof Holder may elect to receive, without the payment by such holder the Holder of any additional consideration, shares of Preferred Stock 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 duly executed, at the principal office of the Company. Thereupon, the Company shall issue to such holder the Holder such number of fully paid and nonassessable shares of Common Preferred Stock as is computed using the following formula: X = Y (A: 1. X=Y(A-B) ------- A where where: X = the number of shares of Preferred Stock to be issued to such holder the Holder pursuant to this Section 4. Y = the number of shares of Preferred Stock covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value Fair Market Value (defined below) of one share of Common Preferred Stock, as determined in accordance with the following provisions, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. For purposes “Fair Market Value” of this Section 4, "fair market value" of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s Class A Common Stock if the Preferred Stock has been automatically converted into Class A Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall be determined mean: (i) If the net issue election is made in connection with and contingent upon the closing of the sale of the Company’s Class A Common Stock to the public in a public offering pursuant to a Registration Statement under the 1933 Act (a “Public Offering”), and if the Company’s Registration Statement relating to such Public Offering (“Registration Statement”) has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to such offering multiplied by the number of shares of Class A Common Stock into which each share of Preferred Stock is then convertible subject to adjustment, if any, as set forth in Section 23. (ii) If the net issue election is not made in connection with and contingent upon a Public Offering, then as follows: (1a) Where there exists If traded on a public securities exchange or NASDAQ market for the Company's Common Stock at the time of such exerciseor system, the fair market value per share of the Class A Common Stock shall be deemed to be the average of the closing bid and asked or last reported sale prices of the Class A Common Stock quoted in the Over-The-Counter Market Summary on such exchange or the last reported sale price of the Common Stock or the closing price quoted on the NASDAQ System or on any exchange on which the Common Stock is listed, whichever is applicable, as published in THE WALL STREET JOURNAL for market over the five (5) day period ending five trading days prior to the date to the date of determination of fair market value. Notwithstanding the foregoingDetermination Date, in the event the Warrants are exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the per share offering price to the public of the Company's initial public offering. (2) If no public market for the Common Stock exists at the time of such exercise, the Company and the holder hereof shall negotiate in good faith in an effort to reach agreement upon the fair market value of one the Preferred Stock shall be deemed to be such fair market value of the Class A Common Stock multiplied by the number of shares of Class A Common Stock into which each share of Common Preferred Stock for a period of ten is then convertible (10) days after delivery subject to reference to the “Series C Conversion Price” adjustment of the executed subscription.Preferred Stock under Section 4.1.2 of the Articles); (3b) If the Company and the holder hereof are unable to reach agreement under the foregoing subparagraph (2)otherwise traded in an over-the-counter market, the fair market value of one share of the Class A Common Stock shall be determined by appraisal. The Company deemed to be the average of the closing ask prices of the Class A Common Stock over the five day period ending five trading days prior to the Determination Date, and the holder hereof shall each select an appraiser (the "Selected Appraisers") within thirty (30) days after the expiration fair market value of the ten-day period in subparagraph (2) above. Each Selected Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. In the event that either Selected Appraiser fails to render an appraisal within such thirty-day period, the first appraisal rendered Preferred Stock shall be conclusive. In deemed to be such fair market value of the event that the values determined Class A Common Stock multiplied by the Selected Appraisers differ by less than ten percent number of shares of Class A Common Stock into which each share of Preferred Stock is then convertible (10%) subject to reference to the “Series C Conversion Price” adjustment of the lower valuePreferred Stock under Section 4.1.2 of the Articles); and (c) If there is no public market for the Class A Common Stock, the then fair market value shall be the average of the appraisals made by each of the Selected Appraisers. In the event that the values differ by ten percent (10%) or more of the lower value, the Selected Appraisers shall within ten (10) days select a third appraiser (the "Neutral Appraiser") to conduct an appraisal. The Neutral Appraiser shall render its appraisal within thirty (30) days of its appointment hereunder. The fair market value of one share of Common Stock shall be equal to the appraisal made determined in good faith by the Neutral Appraiser if such appraisal is between the two appraisals made by the Selected Appraisers or, if such appraisal by the Neutral Appraiser is not between the two appraisals made by the Selected Appraisers, then the fair market value Company’s Board of one share of Common Stock shall be that one of the two appraisals made by the Selected Appraisers that is closer to the appraisal made by the Neutral Appraiser. All appraisals delivered pursuant to this subparagraph (3) shall be in writing and signed by the appraiser. The fees, costs and expenses of each of the Selected Appraisers will be borne by the party who selected such appraiser, and the fees, costs and expenses of the Neutral Appraiser will be borne equally by the Company and the holder hereofDirectors. (4) In appraising the fair market value of one share of Common Stock, there shall be no discount for minority interests. (5) The fair market value as determined in accordance with this Section 4 shall be conclusive, final and binding upon the Company and the holder hereof, and shall be enforceable in any court having jurisdiction over a proceeding to enforce the terms of this Warrant.