Common use of Net Issue Election Clause in Contracts

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value "Fair 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:

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder holder hereof may elect to receive, without the payment by the Holder 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, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder 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 the Holder 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 good faith by accordance with the Boardfollowing 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the For purposes of this Section 4, "fair market value value" of one share of Common Stock.Stock shall be determined as follows:

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair 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:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Common Stock Warrant or any portion hereof by the surrender of this Common Stock 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 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 the Holder pursuant to this Section 4. Y = the number of shares covered by this Common Stock 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 good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Common Stock Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder holder may elect to receive, without the payment by the Holder 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 the Holder 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 the Holder 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 good faith by accordance with the Board, 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. The Board shall promptly respond in writing to an inquiry by For purposes of this Section 1.5, the Holder as to the "fair market value of one value" per share of the Company's Common Stock.Stock shall mean:

Net Issue Election. The Holder may elect to receive, without the ------------------ payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y V (A-B) ------- A where X = the number of shares to be issued to the Holder pursuant to this Section 45. Y V = the number of shares vested Warrant Shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 45. A = the fair market value of one share of Common Stock, as determined in good faith by accordance with the Boardrules of NASDAQ, as at the time the net issue election is made pursuant to this Section 45. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 45. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair 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:

Net Issue Election. The Holder holder hereof may elect to receive, without the payment by the Holder 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, with the net issue election notice annexed hereto form of subscription at the end hereof duly executedexecuted by such holder, at the office of the Company. Thereupon, the Company shall issue to the Holder 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 the Holder such holder pursuant to this Section 4Subsection 1.3. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4Subsection 1.3. A = the fair market value Fair Market Value of one share of Common Stock, Stock as determined in good faith by of the Board, as at the time date on which the net issue exercise election is made pursuant to this Section 4Subsection 1.3. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common StockSubsection 1.3.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair Market Value” of one a share of Common Stock.Stock as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by For the Holder as to the fair market value purposes of one this Warrant, "Fair Market Value" of a share of Common Stock.Stock shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 where: X = the number of shares of Common Stock to be issued to 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value "Fair Market Value" of one a share of Common Stock.Stock as of the date that the net issue election is made (the "Determination Date") shall mean:

Net Issue Election. The Holder may elect to receiveconvert this Warrant, ------------------ without the payment by the Holder of any additional consideration, into shares of Warrant Stock having a value equal to the value of this Warrant Purchase Amount or any portion hereof thereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed selected in the subscription form attached hereto duly executedexecuted by the Holder, at the office principal offices of the Company. Thereupon, the Company shall will issue to the Holder such number of fully paid and nonassessable shares of Common Warrant Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to the Holder pursuant to this Section 4Section. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4Section. A = the fair market value of one share of Common Warrant Stock, as determined in good faith by the BoardCompany's Board of Directors, as at the time the net issue election is made pursuant to this Section 4Section. B = the Purchase Warrant Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4Section. The Company's Board shall of Directors will promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Warrant Stock.

Net Issue Election. The Holder may elect to receive, without the ------------------ payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Series A Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to 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 Series A Preferred Stock, as determined in good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Series A Preferred Stock.

Net Issue Election. 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 (together with a duly executed notice of exercise in the Company, with the net issue election notice annexed form attached hereto duly executed, as Exhibit A-2) at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (AY(A-B) ------- ------ A where Where X = the number of shares of Common Stock to be issued to the Holder pursuant to this Section 44.2. 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 44.2. A = the fair market value Fair Market Value of one share of Common Stock, as determined in good faith by the Boardaccordance with Section 7 herein, as at the time the net issue election is made pursuant to this Section 44.2. B = the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock4.2.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to 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 of one share of Common Stock, as determined in good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- ------ A where X = the number of shares to be issued to 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 of one share of Common Preferred Stock, as determined in good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair Market Value” of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $0.01 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:

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “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 mean:

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 where: X = the number of shares of Common Stock to be issued to 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair Market Value” of one a share of Common Stock.Stock as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair Market Value” of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, (the “Common Stock.”) if all of 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:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the CompanyCompany (“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: X = Y (A-B) ------- A where X = the number of shares to be issued to the Holder pursuant to this Section 45. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 45. A = the fair market value of one share of Common Stock, as determined in good faith by the BoardBoard of Directors, as at the time the net issue election is made pursuant to this Section 45. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 45. The Board of Directors shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receiveconvert this Warrant, without the payment by the Holder of any additional consideration, into shares of Warrant Stock having a value equal to the value of this Warrant Purchase Amount or any portion hereof thereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed selected in the subscription form attached hereto duly executedexecuted by the Holder, at the office principal offices of the Company. Thereupon, the Company shall will issue to the Holder such number of fully paid and nonassessable shares of Common Warrant Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to the Holder pursuant to this Section 42.6. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 42.6. A = the fair market value of one share of Common Warrant Stock, as determined in good faith by the BoardCompany's Board of Directors, as at the time the net issue election is made pursuant to this Section 42.6. B = the Purchase Warrant Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 42.6. The Company's Board shall of Directors will promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Warrant Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair Market Value” of one a share of Common Stock.Preferred Stock as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair Market Value” of one a share of Preferred Stock (or fully paid and nonassessable shares of the Company’s common stock, $0.01 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:

Net Issue Election. 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 (together with a duly executed notice of exercise in the Company, with the net issue election notice annexed form attached hereto duly executed, as Exhibit A-2) at the principal office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- ------ A where X = Where X= the number of shares of Common Stock to be issued to the Holder pursuant to this Section 44.2. Y = 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 44.2. A = A= the fair market value Fair Market Value of one share of Common Stock, as determined in good faith by the Boardaccordance with Section 7 herein, as at the time the net issue election is made pursuant to this Section 44.2. B = B= the Purchase Exercise Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock4.2.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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 . The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair 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:

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value "Fair 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:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- ------ A where X = the number of shares to be issued to 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 0to this Section 4. paragraph 6; A = the fair market value Fair Market Value of one share of Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. paragraph 6; and B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4paragraph 6. The If Common Stock is not publicly traded as described in paragraph 4(a), above, the Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value Fair Market Value of one share of the Common Stock; provided, however, the Board shall not be required to so respond sooner than the second Business Day (as defined below) after its next meeting.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair Market Value” of one a share of Preferred Stock (or fully paid and nonasessable shares of the Company’s common stock, $0.01 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:

Net Issue Election. The Holder holder may elect to receive, without the payment by the Holder 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 the Holder 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 the Holder 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 good faith by accordance with the Board, 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. The Board shall promptly respond in writing to an inquiry by For purposes of this Section 1.6 and Section 8, the Holder as to the fair market value of one “Fair Market Value” per share of Common Stock.the Company’s Series C-1 Preferred Stock shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to the Holder pursuant to this Section 45. Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 45. A = the fair market value of one share of Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 45. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 45. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair Market Value” of one a share of Preferred Stock (or a fully paid and non-assessable share of the Company’s common stock, $0.0001 par value (the “Common Stock.”) if all the outstanding shares of Preferred Stock have been converted into Common Stock) as of the date that the net issue election is made (the “Determination Date”) shall mean:

Net Issue Election. The Holder may elect to receive, without ------------------ the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Series A Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to 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 Series A Preferred Stock, as determined in good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Series A Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value "Fair Market Value" of one a share of Common Stock.Stock as of a particular date (the "Determination Date") shall mean:

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Series D Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to 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 45. A = the fair market value of one share of Common Series D Preferred Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 45. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 45. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Series D Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-A - B) ------- --------- A where X = the number of shares to be issued to 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 good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price applicable purchase price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Common Stock Warrant or any portion hereof by the surrender of this Common Stock 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 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 the Holder pursuant to this Section 4. Y = the number of shares covered by this Common Stock 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 good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price in effect under this Common Stock Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Registered Holder may elect to receive, without the payment by the Registered 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 (attached hereto as Exhibit B) duly executed, at the office of the Company. Thereupon, the Company shall issue to the Registered 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 the Registered Holder pursuant to this Section 43(e). Y = the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 43(e). A = the fair market value Market Price of one share of Common Stock, as determined in good faith by the Board, as Stock at the time the net issue election is made pursuant to this Section 43(e). B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 43(e). The Board of Directors of the Company shall promptly respond in writing to an inquiry by the Registered Holder as to the fair market value Market Price of one share of Common Stock.

Net Issue Election. The In lieu of exercise pursuant to Section 3, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant hereof or any portion hereof by the surrender of this Warrant hereof or such portion hereof 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 the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = equals Y (A-B) ------- A where Where X = equals the number of shares to be issued to the Holder pursuant to this Section 4. Y = equals the number of shares covered by this Warrant in respect of which the net issue election is made pursuant to this Section 4. A = equals the fair market value of one share of the Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = equals the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the CompanyCompany (“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: X = Y (A-B) ------- A where X = X= the number of shares of Common Stock to be issued to the Holder pursuant to this Section 45. Y = 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 45. A = the fair market value of one share of Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 45. B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 45. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The If the Company has failed to have a registration statement with respect to the Warrant Shares declared and maintained effective for a period of two years as contemplated by Section 5 of the Convertible Note and Warrant Purchase Agreement, dated as of August 29, 2005, between the Company and the Holder, among others (the “Purchase Agreement”), then after August 29, 2006, the Holder may elect to receive, without the payment by 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 the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-A – B) ------- A where where: X = the number of shares of Common Stock to be issued to 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 good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. B = the Purchase Price per Share in effect under this Warrant at the time the net issue election is made pursuant to this Section 4. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- ------ A where X = the number of shares to be issued to 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. paragraph 6; A = the fair market value Fair Market Value of one share of Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. paragraph 6; and B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4paragraph 6. The If Common Stock is not publicly traded as described in paragraph 4(a), above, the Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value Fair Market Value of one share of the Common Stock; provided, however, the Board shall not be required to so respond sooner than the second Business Day (as defined below) after its next meeting.

Net Issue Election. The Holder may elect to receive, without the payment ------------------ by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to the Holder pursuant to this Section 4. Y = the number of shares covered by this Warrant Warrant, subject to Section 2 hereof, in respect of which the net issue election is made pursuant to this Section 4. A = the fair market value The "Fair Market Value" of one share of Common Stock, as determined in good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by For purposes of this Section 4, the Holder as to the fair market value "Fair Market Value" of one a share of Common Stock.Stock as of a particular date (the "Determination Date") means:

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value “Fair Market Value” of one a 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:

Net Issue Election. The Holder may elect to receive, without the ------------------ payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Series A Preferred Stock as is computed using the following formula: X = Y (A-B) ------- A where X = X= the number of shares to be issued to 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 Series A Preferred Stock, as determined in good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Series A Preferred Stock.

Net Issue Election. The Holder may elect to receive, without the payment by 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 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 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 issues election is made pursuant to this the Section 4. A = A= the fair market value of one share of Common Preferred Stock, as determined in good faith by the Board, 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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The (a) In lieu of exercise pursuant to Section 3, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto 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 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 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 good faith by the Boardaccordance with (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. The Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one share of Common Stock.

Net Issue Election. The Holder may elect to receive, without the payment by the Holder of any additional consideration, shares equal to the value of this Warrant or any portion hereof by the surrender of this Warrant or such portion to the Company, with the net issue election notice annexed hereto duly executed, at the office of the Company. Thereupon, the Company shall issue to the Holder such number of fully paid and nonassessable shares of Common Stock as is computed using the following formula: X = Y (A-B) ------- A where X = the number of shares to be issued to 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. paragraph 6; A = the fair market value Fair Market Value of one share of Common Stock, as determined in good faith by the Board, as at the time the net issue election is made pursuant to this Section 4. paragraph 6; and B = the Purchase Price in effect under this Warrant at the time the net issue election is made pursuant to this Section 4paragraph 6. The If Common Stock is not publicly traded as described in paragraph 4(a), above, the Board shall promptly respond in writing to an inquiry by the Holder as to the fair market value Fair Market Value of one share of the Common Stock; provided, however, the Board shall not be required to so respond sooner than the second Business Day (as defined below) after its next meeting.