Common use of Net Issue Exercise of Warrant Clause in Contracts

Net Issue Exercise of Warrant. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock (at the date of calculation as set forth below) is greater than the Exercise Price, in lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exhibit A, in which event the Company shall issue to the Holder the number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder; Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); A = the fair market value of one share of Common Stock (at the date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculation). For the purposes of the above calculation, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: if traded on a securities exchange or through the Nasdaq National Market, the fair market value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the thirty day period ending the day prior to the date of exercise; (ii) if traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales prices (whichever is applicable) over the thirty day period ending the day prior to the date of exercise, or (ii) if there is no active public market for the Common Stock, the fair market value shall be as determined by the Company's Board of Directors in the good faith exercise of its reasonable business judgment. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of its Common Stock, the fair market value per share shall be the per share offering price to the public as specified in the Company's final prospectus with respect to such offering. Common Stock Delivery. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office in proper form for exercise as described above, together with an agreement to comply with the restrictions on transfer and related covenants contained herein and a representation as to investment intent and any other matter reasonably required by counsel to the Company, signed by the Holder (and if other than the original Holder accompanied by proof, reasonably satisfactory to counsel for the Company, of the right of such person or persons to exercise the Warrant), the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, even if the stock transfer books of the Company shall then be closed or certificates representing such shares of Common Stock shall not have been delivered to the Holder. The Holder shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. The Company shall promptly thereafter issue certificate(s) evidencing the Common Stock so purchased. RESERVATION OF SHARES. THE COMPANY SHALL AT ALL TIMES RESERVE FOR ISSUANCE AND DELIVERY UPON EXERCISE OF THIS WARRANT SUFFICIENT SHARES (IF AND AS ADJUSTED) OF COMMON STOCK OR OTHER SHARES OF CAPITAL STOCK OF THE COMPANY (AND OTHER SECURITIES) FROM TIME TO TIME RECEIVABLE UPON EXERCISE OF THIS WARRANT. ALL SUCH SHARES (AND OTHER SECURITIES) SHALL BE DULY AUTHORIZED AND, WHEN ISSUED UPON EXERCISE, SHALL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE. NO FRACTIONAL SHARES. NO FRACTIONAL SHARES OR SCRIPT REPRESENTING FRACTIONAL SHARES SHALL BE ISSUED UPON THE EXERCISE OF THIS WARRANT, BUT THE COMPANY SHALL PAY THE HOLDER AN AMOUNT EQUAL TO THE FAIR MARKET VALUE (AS DEFINED IN SECTION 1.2 HEREOF) OF SUCH FRACTIONAL SHARE OF COMMON STOCK IN LIEU OF EACH FRACTION OF A SHARE OTHERWISE CALLED FOR UPON ANY EXERCISE OF THIS WARRANT. TRANSFER.

Net Issue Exercise of Warrant. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Series D Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below) is greater than the Exercise Price), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Series D Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exhibit A, Form of Subscription in which event the Company shall issue to the Holder the a number of shares of Common Series D Preferred Stock computed using the following formula: X = X= Y (A-B) A Where X = X= the number of shares of Common Series D Preferred Stock to be issued to the Holder; Y = Holder Y= the number of shares of Common Series D Preferred Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being canceled exercised (at the date of such calculation); A = ) A= the fair market value of one share of Common the Company’s Series D Preferred Stock (at the date of such calculation); and B = ) B= the Exercise Price (as adjusted to the date of such calculation). ) For the purposes of the above calculation, the fair market value of one share of Common Series D Preferred Stock as of a particular date shall be determined as follows: if traded on a securities exchange or through the Nasdaq National Market, the fair market value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the thirty day period ending the day prior to the date of exercise; (ii) if traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales prices (whichever is applicable) over the thirty day period ending the day prior to the date of exercise, or (ii) if there is no active public market for the Common Stock, the fair market value shall be as determined by the Company's ’s Board of Directors in the good faith exercise of its reasonable business judgment; provided, however, that if at the time of such exercise the Company’s Common Stock is listed on any established stock exchange or a national market system, then the fair market value per share shall be the product of (i) 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 National Market 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 trading days prior to the date of determination of fair market value and (ii) the number of shares of Common Stock into which each share of Series D Preferred Stock is convertible at the time of such exercise. Notwithstanding the foregoing, in the event the this Warrant is exercised in connection with the Company's ’s initial public offering of its Common Stock, the fair market value per share shall be the product of (a) the per share offering price of the Common Stock to the public as specified in the Company's final prospectus with respect to such ’s initial public offering. Common Stock Delivery. Upon receipt by , and (b) the Company of this Warrant, together with the Exercise Price, at its office in proper form for exercise as described above, together with an agreement to comply with the restrictions on transfer and related covenants contained herein and a representation as to investment intent and any other matter reasonably required by counsel to the Company, signed by the Holder (and if other than the original Holder accompanied by proof, reasonably satisfactory to counsel for the Company, of the right of such person or persons to exercise the Warrant), the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, even if the stock transfer books of the Company shall then be closed or certificates representing such shares of Common Stock shall not have been delivered to the Holder. The Holder shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery number of shares of Common Stock on exercise into which each share of this Warrant. The Company shall promptly thereafter issue certificate(s) evidencing Series D Preferred Stock is convertible at the Common Stock so purchased. RESERVATION OF SHARES. THE COMPANY SHALL AT ALL TIMES RESERVE FOR ISSUANCE AND DELIVERY UPON EXERCISE OF THIS WARRANT SUFFICIENT SHARES (IF AND AS ADJUSTED) OF COMMON STOCK OR OTHER SHARES OF CAPITAL STOCK OF THE COMPANY (AND OTHER SECURITIES) FROM TIME TO TIME RECEIVABLE UPON EXERCISE OF THIS WARRANT. ALL SUCH SHARES (AND OTHER SECURITIES) SHALL BE DULY AUTHORIZED AND, WHEN ISSUED UPON EXERCISE, SHALL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE. NO FRACTIONAL SHARES. NO FRACTIONAL SHARES OR SCRIPT REPRESENTING FRACTIONAL SHARES SHALL BE ISSUED UPON THE EXERCISE OF THIS WARRANT, BUT THE COMPANY SHALL PAY THE HOLDER AN AMOUNT EQUAL TO THE FAIR MARKET VALUE (AS DEFINED IN SECTION 1.2 HEREOF) OF SUCH FRACTIONAL SHARE OF COMMON STOCK IN LIEU OF EACH FRACTION OF A SHARE OTHERWISE CALLED FOR UPON ANY EXERCISE OF THIS WARRANT. TRANSFERtime of such exercise.

Net Issue Exercise of Warrant. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) is greater than the Exercise Price), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exhibit A, Form of Subscription in which event the Company shall issue to the Holder the a number of shares of Common Stock computed using the following formula: X = X= Y (A-B) ------- A Where X = X= the number of shares of Common Stock to be issued to the Holder; Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); A = A= the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B = the B= Exercise Price (as adjusted to the date of such calculation). For the purposes of the above calculation, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: if traded on a securities exchange or through the Nasdaq National Market, the fair market value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the thirty day period ending the day prior to the date of exercise; (ii) if traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices of the Common Stock quoted in the over-the-counter market summary or sales prices (the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market System or on any exchange on which the Common Stock is listed, whichever is applicable) over , as published in The Wall Street Journal for the thirty day period ending the day five trading days prior to the date of exercise, or (ii) if there is no active public market for the Common Stock, the determination of fair market value shall be as determined by the Company's Board of Directors in the good faith exercise of its reasonable business judgment. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of its Common Stock, the fair market value per share shall be the per share offering price to the public as specified in the Company's final prospectus with respect to such offering. Common Stock Delivery. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office in proper form for exercise as described above, together with an agreement to comply with the restrictions on transfer and related covenants contained herein and a representation as to investment intent and any other matter reasonably required by counsel to the Company, signed by the Holder (and if other than the original Holder accompanied by proof, reasonably satisfactory to counsel for the Company, of the right of such person or persons to exercise the Warrant), the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, even if the stock transfer books of the Company shall then be closed or certificates representing such shares of Common Stock shall not have been delivered to the Holder. The Holder shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. The Company shall promptly thereafter issue certificate(s) evidencing the Common Stock so purchased. RESERVATION OF SHARES. THE COMPANY SHALL AT ALL TIMES RESERVE FOR ISSUANCE AND DELIVERY UPON EXERCISE OF THIS WARRANT SUFFICIENT SHARES (IF AND AS ADJUSTED) OF COMMON STOCK OR OTHER SHARES OF CAPITAL STOCK OF THE COMPANY (AND OTHER SECURITIES) FROM TIME TO TIME RECEIVABLE UPON EXERCISE OF THIS WARRANT. ALL SUCH SHARES (AND OTHER SECURITIES) SHALL BE DULY AUTHORIZED AND, WHEN ISSUED UPON EXERCISE, SHALL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE. NO FRACTIONAL SHARES. NO FRACTIONAL SHARES OR SCRIPT REPRESENTING FRACTIONAL SHARES SHALL BE ISSUED UPON THE EXERCISE OF THIS WARRANT, BUT THE COMPANY SHALL PAY THE HOLDER AN AMOUNT EQUAL TO THE FAIR MARKET VALUE (AS DEFINED IN SECTION 1.2 HEREOF) OF SUCH FRACTIONAL SHARE OF COMMON STOCK IN LIEU OF EACH FRACTION OF A SHARE OTHERWISE CALLED FOR UPON ANY EXERCISE OF THIS WARRANT. TRANSFERvalue.

Net Issue Exercise of Warrant. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) is greater than the Exercise Price), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exhibit A, Form of Subscription in which event the Company shall issue to the Holder the a number of shares of Common Stock computed using the following formula: X = X= Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Holder; Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); A = A= the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B = the B= Exercise Price (as adjusted to the date of such calculation). For the purposes of the above calculation, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: if traded on a securities exchange or through the Nasdaq National Market, the fair market value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the thirty day period ending the day prior to the date of exercise; (ii) if traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices of the Common Stock quoted in the over-the-counter market summary or sales prices (the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market System or on any exchange on which the Common Stock is listed, whichever is applicable) over , as published in The Wall Street Journal for the thirty day period ending the day five trading days prior to the date of exercise, or (ii) if there is no active public market for the Common Stock, the determination of fair market value shall be as determined by the Company's Board of Directors in the good faith exercise of its reasonable business judgment. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of its Common Stock, the fair market value per share shall be the per share offering price to the public as specified in the Company's final prospectus with respect to such offering. Common Stock Delivery. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office in proper form for exercise as described above, together with an agreement to comply with the restrictions on transfer and related covenants contained herein and a representation as to investment intent and any other matter reasonably required by counsel to the Company, signed by the Holder (and if other than the original Holder accompanied by proof, reasonably satisfactory to counsel for the Company, of the right of such person or persons to exercise the Warrant), the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, even if the stock transfer books of the Company shall then be closed or certificates representing such shares of Common Stock shall not have been delivered to the Holder. The Holder shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. The Company shall promptly thereafter issue certificate(s) evidencing the Common Stock so purchased. RESERVATION OF SHARES. THE COMPANY SHALL AT ALL TIMES RESERVE FOR ISSUANCE AND DELIVERY UPON EXERCISE OF THIS WARRANT SUFFICIENT SHARES (IF AND AS ADJUSTED) OF COMMON STOCK OR OTHER SHARES OF CAPITAL STOCK OF THE COMPANY (AND OTHER SECURITIES) FROM TIME TO TIME RECEIVABLE UPON EXERCISE OF THIS WARRANT. ALL SUCH SHARES (AND OTHER SECURITIES) SHALL BE DULY AUTHORIZED AND, WHEN ISSUED UPON EXERCISE, SHALL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE. NO FRACTIONAL SHARES. NO FRACTIONAL SHARES OR SCRIPT REPRESENTING FRACTIONAL SHARES SHALL BE ISSUED UPON THE EXERCISE OF THIS WARRANT, BUT THE COMPANY SHALL PAY THE HOLDER AN AMOUNT EQUAL TO THE FAIR MARKET VALUE (AS DEFINED IN SECTION 1.2 HEREOF) OF SUCH FRACTIONAL SHARE OF COMMON STOCK IN LIEU OF EACH FRACTION OF A SHARE OTHERWISE CALLED FOR UPON ANY EXERCISE OF THIS WARRANT. TRANSFERvalue.

Net Issue Exercise of Warrant. Notwithstanding any provisions herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) is greater than the Exercise Price), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of surrendering this Warrant at the principal office of the Company together with the properly endorsed Exhibit A, Form of Subscription in which event the Company shall issue to the Holder the a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder; Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); A = the fair market value Fair Market Value of one share of the Common Stock (at the date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculation). For the purposes of the above calculationthis Warrant, the fair market value term “Fair Market Value” of one a share of Common Stock as of a particular date shall be determined as follows: mean (a) if the Common Stock is then listed and traded on a national securities exchange or through the Nasdaq National Marketexchange, the fair market value shall be deemed to be the average of the closing prices of for the ten (10) trading days immediately preceding the date on which the Warrant Shares are deemed issued pursuant to Section 1.1; (b) if the Common Stock is not then traded on such a national securities exchange over the thirty day period ending the day prior to the date of exercise; (ii) if but is otherwise traded over-the-counter, the average of the highest bid and lowest asked prices as quoted on a generally accepted reporting service for the ten (10) trading days immediately preceeding the date on which the Warrant Shares are deemed issued pursuant to Section 1.1. If on any determination date, neither of (a) or (b) of the preceding sentence applies, the Fair Market Value of a share of Common Stock shall be the fair market value of such share on such determination date as determined by the Board of Directors in good faith. If the Holder shall be deemed object to be any determination by the average Board of Directors of the closing bid or sales prices (whichever is applicable) over the thirty day period ending the day prior to the date Fair Market Value of exercise, or (ii) if there is no active public market for the Common Stock, the fair market value Fair Market Value of a share of Common Stock shall be determined by an independent appraiser retained by the Company and reasonably acceptable to the Holder, with the expense to be borne by the Company if the Fair Market Value as determined by such appraiser equals or exceeds the Fair Market Value as determined by the Company's Board of Directors in the good faith exercise of its reasonable business judgment. Notwithstanding the foregoingDirectors, in the event the Warrant is exercised in connection with the Company's initial public offering of its Common Stock, the fair market value per share shall be the per share offering price to the public as specified in the Company's final prospectus with respect to such offering. Common Stock Delivery. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office in proper form for exercise as described above, together with an agreement to comply with the restrictions on transfer and related covenants contained herein and a representation as to investment intent and any other matter reasonably required by counsel to the Company, signed by the Holder (and if other the Fair Market Value as determined by such appraiser is less than the original Holder accompanied Fair Market Value as determined by proof, reasonably satisfactory to counsel for the Company, Board of the right of such person or persons to exercise the Warrant), the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, even if the stock transfer books of the Company shall then be closed or certificates representing such shares of Common Stock shall not have been delivered to the Holder. The Holder shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. The Company shall promptly thereafter issue certificate(s) evidencing the Common Stock so purchased. RESERVATION OF SHARES. THE COMPANY SHALL AT ALL TIMES RESERVE FOR ISSUANCE AND DELIVERY UPON EXERCISE OF THIS WARRANT SUFFICIENT SHARES (IF AND AS ADJUSTED) OF COMMON STOCK OR OTHER SHARES OF CAPITAL STOCK OF THE COMPANY (AND OTHER SECURITIES) FROM TIME TO TIME RECEIVABLE UPON EXERCISE OF THIS WARRANT. ALL SUCH SHARES (AND OTHER SECURITIES) SHALL BE DULY AUTHORIZED AND, WHEN ISSUED UPON EXERCISE, SHALL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE. NO FRACTIONAL SHARES. NO FRACTIONAL SHARES OR SCRIPT REPRESENTING FRACTIONAL SHARES SHALL BE ISSUED UPON THE EXERCISE OF THIS WARRANT, BUT THE COMPANY SHALL PAY THE HOLDER AN AMOUNT EQUAL TO THE FAIR MARKET VALUE (AS DEFINED IN SECTION 1.2 HEREOF) OF SUCH FRACTIONAL SHARE OF COMMON STOCK IN LIEU OF EACH FRACTION OF A SHARE OTHERWISE CALLED FOR UPON ANY EXERCISE OF THIS WARRANT. TRANSFERDirectors.

Net Issue Exercise of Warrant. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) is greater than the Exercise Price), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exhibit A, Form of Subscription in which event the Company shall issue to the Holder the a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder; Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculation). For the purposes of the above calculation, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: if traded on a securities exchange or through the Nasdaq National Market, the fair market value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the thirty day period ending the day prior to the date of exercise; (ii) if traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices of the Common Stock quoted in the over-the-counter market summary or sales prices (the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market System or on any exchange on which the Common Stock is listed, whichever is applicable) over , as published in The Wall Street Journal for the thirty day period ending the day five trading days prior to the date of exercise, or (ii) if there is no active public market for the Common Stock, the determination of fair market value shall be as determined by the Company's Board of Directors in the good faith exercise of its reasonable business judgment. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of its Common Stock, the fair market value per share shall be the per share offering price to the public as specified in the Company's final prospectus with respect to such offering. Common Stock Delivery. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office in proper form for exercise as described above, together with an agreement to comply with the restrictions on transfer and related covenants contained herein and a representation as to investment intent and any other matter reasonably required by counsel to the Company, signed by the Holder (and if other than the original Holder accompanied by proof, reasonably satisfactory to counsel for the Company, of the right of such person or persons to exercise the Warrant), the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, even if the stock transfer books of the Company shall then be closed or certificates representing such shares of Common Stock shall not have been delivered to the Holder. The Holder shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. The Company shall promptly thereafter issue certificate(s) evidencing the Common Stock so purchased. RESERVATION OF SHARES. THE COMPANY SHALL AT ALL TIMES RESERVE FOR ISSUANCE AND DELIVERY UPON EXERCISE OF THIS WARRANT SUFFICIENT SHARES (IF AND AS ADJUSTED) OF COMMON STOCK OR OTHER SHARES OF CAPITAL STOCK OF THE COMPANY (AND OTHER SECURITIES) FROM TIME TO TIME RECEIVABLE UPON EXERCISE OF THIS WARRANT. ALL SUCH SHARES (AND OTHER SECURITIES) SHALL BE DULY AUTHORIZED AND, WHEN ISSUED UPON EXERCISE, SHALL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE. NO FRACTIONAL SHARES. NO FRACTIONAL SHARES OR SCRIPT REPRESENTING FRACTIONAL SHARES SHALL BE ISSUED UPON THE EXERCISE OF THIS WARRANT, BUT THE COMPANY SHALL PAY THE HOLDER AN AMOUNT EQUAL TO THE FAIR MARKET VALUE (AS DEFINED IN SECTION 1.2 HEREOF) OF SUCH FRACTIONAL SHARE OF COMMON STOCK IN LIEU OF EACH FRACTION OF A SHARE OTHERWISE CALLED FOR UPON ANY EXERCISE OF THIS WARRANT. TRANSFERvalue.

Net Issue Exercise of Warrant. Notwithstanding any provisions herein to the contrary, if the fair market value FAIR MARKET VALUE (AS DEFINED HEREIN) of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) is greater than the Exercise Price), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exhibit A, Form of Subscription in which event the Company shall issue to the Holder the a number of shares of Common Stock computed using the following formula: X = X= Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Holder; Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); A = A= the fair market value Fair Market Value of one share of Common Stock (at the date of such calculation); and B = the B= Exercise Price (as adjusted to the date of such calculation). For the purposes of the above calculationcalculation and elsewhere in this Warrant, the fair market value "FAIR MARKET VALUE" of one share of Common Stock as of a particular date shall be determined as follows: if traded on a securities exchange or through the Nasdaq National Market, the fair market value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the thirty day period ending the day prior to the date of exercise; (ii) if traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked prices of Common Stock quoted in the over-the-counter market summary or sales prices (whichever the last reported sale price of Common Stock or the closing price quoted on the NASDAQ National Market System or on any established stock exchange or other national market system on which Common Stock is applicable) over listed, as published in The Wall Street Journal for the thirty trading day period ending the day immediately prior to the date of exercise, or (ii) if there is no active public determination of fair market for value. In the event the Common StockStock is not listed on an established stock exchange or other national market system, the fair market value Fair Market Value of a share of Common Stock shall be as determined by the Company's Board of Directors in the good faith exercise of its reasonable business judgment. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of its Common Stock, the fair market value per share shall be the per share offering price to the public as specified in the Company's final prospectus with respect to such offering. Common Stock Delivery. Upon receipt by the Company of this Warrant, together with the Exercise Price, at its office in proper form for exercise as described above, together with an agreement to comply with the restrictions on transfer and related covenants contained herein and a representation as to investment intent and any other matter reasonably required by counsel to the Company, signed by the Holder (and if other than the original Holder accompanied by proof, reasonably satisfactory to counsel for the Company, of the right of such person or persons to exercise the Warrant), the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, even if the stock transfer books of the Company shall then be closed or certificates representing such shares of Common Stock shall not have been delivered to the Holder. The Holder shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock on exercise of this Warrant. The Company shall promptly thereafter issue certificate(s) evidencing the Common Stock so purchased. RESERVATION OF SHARES. THE COMPANY SHALL AT ALL TIMES RESERVE FOR ISSUANCE AND DELIVERY UPON EXERCISE OF THIS WARRANT SUFFICIENT SHARES (IF AND AS ADJUSTED) OF COMMON STOCK OR OTHER SHARES OF CAPITAL STOCK OF THE COMPANY (AND OTHER SECURITIES) FROM TIME TO TIME RECEIVABLE UPON EXERCISE OF THIS WARRANT. ALL SUCH SHARES (AND OTHER SECURITIES) SHALL BE DULY AUTHORIZED AND, WHEN ISSUED UPON EXERCISE, SHALL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE. NO FRACTIONAL SHARES. NO FRACTIONAL SHARES OR SCRIPT REPRESENTING FRACTIONAL SHARES SHALL BE ISSUED UPON THE EXERCISE OF THIS WARRANT, BUT THE COMPANY SHALL PAY THE HOLDER AN AMOUNT EQUAL TO THE FAIR MARKET VALUE (AS DEFINED IN SECTION 1.2 HEREOF) OF SUCH FRACTIONAL SHARE OF COMMON STOCK IN LIEU OF EACH FRACTION OF A SHARE OTHERWISE CALLED FOR UPON ANY EXERCISE OF THIS WARRANT. TRANSFER.