Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board New York Stock Exchange (the "OTCBBNYSE") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBBNYSE), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share The Exercise Price (may be paid at the date of calculation as set forth below)Holder's election either (i) by cash or check, in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value or (as determined below) of the Option (or the portion thereof being canceledii) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Designated Preferred Stock computed using the following formula: X = Y (AY(A-B) ------- ------ A Where X = the number of shares of Common Designated Preferred Stock to be issued to the Optionee Holder Y = the number of shares of Common Designated Preferred Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Designated Preferred Stock (at the date of such calculation) B = Per Share the Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share the Company's Designated Preferred Stock shall mean such fair market value as is reasonably determined as follows: (i) if the exercise is in connection with an initial public offering of the Company's Common Stock, and if the Company's Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial "Price to Public" specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock will into which each share of Designated Preferred Stock is convertible at the time of such exercise; (ii) If this Warrant is exercised after, and not in connection with the Company's initial public offering, and; (a) if traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a twenty-one (21) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Designated Preferred Stock is convertible at the time of such exercise; or (b) if actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Designated Preferred Stock is convertible at the time of such exercise; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of the Company's Common Stock shall be the product of (x) the highest price per share, as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by into which the shares each share of the Company trade or are quoted if, Designated Preferred Stock is convertible at the time of such exercise, unless the electionCompany shall become subject to a merger, they are acquisition or other consolidation pursuant to which the Company is not trading or being quoted on the OTCBB)surviving party, for in which case the five (5) consecutive trading days immediately preceding fair market value of Designated Preferred Stock shall be deemed to be the date value received by the holders of the date the completed, executed Notice of Exercise and Subscription Form is receivedCompany's Designated Preferred Stock on a common equivalent basis pursuant to such merger or acquisition.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Exercise Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash as set forth in Section 3(a) above, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Exercise Stock computed using the following formula: X = Y (* A-B) ------- B A Where X = the number of shares of Common Exercise Stock to be issued to the Optionee Holder Y = the number of shares of Common Exercise Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common ’s Exercise Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Exercise Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that when the fair market value of one share of Exercise Stock will is being determined in connection with a financing in which the Company is selling shares of its preferred stock, the fair market value of one share of Exercise Stock shall be determined by reference to the purchase price of the preferred stock sold in such financing and the applicable conversion ratios, if any, and when the Exercise Stock is the same class of stock being sold in such financing, the fair market of one share of Exercise Stock shall be the purchase price of one share of the stock being sold in such financing; provided, further, that where there exists a public market for the Company’s Common Stock at the time of such exercise, the fair market value per share shall be the product of (i) (A) the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter Market Summary, (B) the last reported sale price of the Common Stock or (C) the closing price quoted on the OTC Bulletin Board (the "OTCBB") (Nasdaq Stock Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Eastern Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of determination of fair market value and (ii) the date the completed, executed Notice number of shares of Common Stock into which each share of Exercise Stock is convertible at the time of such exercise. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company’s initial public offering of Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and Subscription Form (ii) the number of shares of Common Stock into which each share of Exercise Stock is receivedconvertible at the time of such exercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's ’s Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's ’s Stock will be the average of the closing prices of the Company's ’s shares of Common Stock as quoted on the OTC Bulletin Board (the "“OTCBB"”) (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Buletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.the

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's ’s Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's ’s Stock will be the average of the closing prices of the Company's ’s shares of Common Stock as quoted on the OTC Bulletin Board (the "“OTCBB"”) (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 1.2, the Optionee Warrant Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledconverted) by surrender of the Option this Warrant, in whole or in part, at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionexercise attached hereto as Exhibit A, in which event the Company will shall issue to the Optionee a Warrant Holder the number of shares of Common Stock Shares computed using the following formula: formula (a "Net Issue Exercise"): X = Y (A-A - B) ------- --------- A Where Where: X = the The number of shares of Common Stock Shares to be issued to the Optionee Warrant Holder. Y = the The number of shares of Common Stock Shares purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled this Warrant (at the date of such calculation) that are being converted, in whole or in part, hereunder. A = the fair market value The Fair Market Value of one share of the Company's Common Stock Share (at the date of such calculation) ). B = Per Share The Exercise Price (as adjusted to the date of such calculation) ). For purposes of this Section 1.3, if any Shares of the above calculationWarrant Holder or any other shareholder of the Company are registered or publicly traded, fair market value then the Fair Market Value of one share of the Company's Stock will be Share shall mean the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the over the counter market summary or the closing price quoted by the Nasdaq National Market or any exchange on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding business day prior to the date of determination of fair market value. If the date Shares are not traded on the completedNasdaq National Market or on an exchange, executed Notice the Fair Market Value of Exercise and Subscription Form is receivedone Share shall be determined in good faith by the Company's Board of Directors.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Series B Convertible Preferred Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Series B Convertible Preferred Stock computed using the following formula: X = Y * (A-A – B) ------- A Where X = the number of shares of Common Series B Convertible Preferred Stock to be issued to the Optionee Holder Y = the number of shares of Common Series B Convertible Preferred Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common ’s Series B Convertible Preferred Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Series B Convertible Preferred Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock will at the time of such exercise, the fair market value per share shall be the product of (i) the average of the closing bid and asked prices of the Company's shares of Common Stock as 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 OTC Bulletin Board (the "OTCBB") (Nasdaq National Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of determination of fair market value and (ii) the date number of shares of Common Stock into which each share of Series B Convertible Preferred Stock is convertible at the completedtime of such exercise. Notwithstanding the foregoing, executed Notice in the event the Warrant is exercised in connection with the Company’s initial public offering of Exercise Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and Subscription Form (ii) the number of shares of Common Stock into which each share of Series B Convertible Preferred Stock is receivedconvertible at the time of such exercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, (a) Section 3.2(b) shall not apply and shall have no force or effect if the fair market value Shares issuable upon exercise of this Warrant have been registered for resale under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-3, or another appropriate form and such Registration Statement remains effective under the Act and available for use by Warrantholder at the time of exercise. (b) Subject to Section 3.2(a), if, at any time after the Initial Exercise Date, the Fair Market Value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below)Price, in lieu of exercising the Option this Warrant for cash, the Optionee Warrantholder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Warrantholder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-A - B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Warrantholder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to at the date of such calculation) calculation For purposes of the above calculation, fair market value the “Fair Market Value” of one share of the Company's Common Stock will be shall mean (i) the average of the closing sales prices of for the Company's shares of Common Stock on The NASDAQ Global Market or other Eligible Market on which the Common Stock is listed or traded as quoted on reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the OTC Bulletin Board (Company and reasonably acceptable to the "OTCBB"Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the ten (10) consecutive Trading Days immediately prior to the Exercise Date, or on such other United States stock exchange or public trading market or quotation medium on or by which (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company trade or are quoted if, at in the time exercise of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedits good faith judgment.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock (1) Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Center may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) (such election being referred to herein as a “Net Issue Exercise Election”) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will company shall issue to the Optionee Center a number of shares of Common Stock Shares computed using the following formula: X = Y (AY(A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Center. Y = the number of shares of Common Stock Shares purchasable under the Option this Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised. A = the “fair market value value” (as defined below) of one share of the Company's Common Stock (at the date of such calculation1) Share B = Per Share the Exercise Price per Share (as adjusted to the date of such calculation) ). For purposes of this Section 1.4, the above calculation, fair market value per Share shall be the product of one share of the Company's Stock will be (i) the average of the closing bid and asked prices of the Company's shares Shares quoted in any applicable over the counter market summary or the last reported sale price of Common Stock as the Shares or the average closing price quoted on the OTC Bulletin Board (the "OTCBB") (or any exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Shares are listed, whichever is applicable, for thirty (30) trading days prior to the date of determination of fair market value and (ii) the Company trade or are quoted if, number of Shares into which each Share is convertible at the time of such exercise. If the election, they Shares are not trading traded over the counter or being quoted on an exchange, the fair market value shall be the price per Share which the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued shares, as such price shall be agreed in good faith by the Company and the Center. If the Company and the Center are unable to agree on the OTCBB), for the five (5) consecutive trading days immediately preceding the date “fair market value” of the date Shares within Form 052010 ten (10) days of receipt of the completed, executed Notice of Exercise required under Section 1.2(a) above, then the fair market value shall be determined by an independent valuation expert selected by the Company and Subscription Form reasonably acceptable to the Center. Notwithstanding the foregoing, in the event the Warrant is receivedexercised in connection with the Company’s initial public offering of Shares, the fair market value per Share shall be the product of (i) the per Share offering price to the public of the Company’s initial public offering, and (ii) the number of Shares into which each Share is convertible at the time of exercise. In the event that the Center makes a Net Issue Exercise Election pursuant to this Section 1.4, the provisions of Section 1.2 regarding certain delivery obligations of the Center, and Section 1.3 regarding certain delivery obligations of the Company, shall be fully applicable upon such election.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock (1) Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Center may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) (such election being referred to herein as a “Net Issue Exercise Election”) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Center a number of shares of Common Stock Shares computed using the following formula: X = Y (AY(A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Center. Y = the number of shares of Common Stock Shares purchasable under the Option this Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised. A = the “fair market value value” (as defined below) of one share of the Company's Common Stock (at the date of such calculation1) Share. B = Per Share the Exercise Price per Share (as adjusted to the date of such calculation) ). For purposes of this Section 1.4, the above calculation, fair market value per Share shall be the product of one share of the Company's Stock will be (i) the average of the closing bid and asked prices of the Company's shares Shares quoted in any applicable over the counter market summary or the last reported sale price of Common Stock as the Shares or the average closing price quoted on the OTC Bulletin Board (the "OTCBB") (or any exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Shares are listed, whichever is applicable, for thirty (30) trading days prior to the date of determination of fair market value and (ii) the Company trade or are quoted if, number of Shares into which each Share is convertible at the time of such exercise. If the election, they Shares are not trading traded over the counter or being quoted on an exchange, the fair market value shall be the price per Share which the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued shares, as such price shall be agreed in good faith by the Company and the Center. If the Company and the Center are unable to agree on the OTCBB), for the five (5) consecutive trading days immediately preceding the date “fair market value” of the date Shares within ten (10) days of receipt of the completed, executed Notice of Exercise required under Section 1.2(a) above, then the fair market value shall be determined by an independent valuation expert selected by the Company and Subscription Form reasonably acceptable to the Center. Notwithstanding the foregoing, in the event the Warrant is receivedexercised in connection with the Company’s initial public offering of Shares, the fair market value per Share shall be the product of (i) the per Share offering price to the public of the Company’s initial public offering, and (ii) the number of Shares into which each Share is convertible at the time of exercise. In the event that the Center makes a Net Issue Exercise Election pursuant to this Section 1.4, the provisions of Section 1.2 regarding certain delivery obligations of the Center, and Section 1.3 regarding certain delivery obligations of the Company, shall be fully applicable upon such election.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Purchase Price (at the date of the calculation as set forth below)) for that share, in lieu of exercising the Option this Warrant for cash, the Optionee Registered Holder of this Warrant may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election. In such event, in which event the Company will shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = Registered Holder the number of shares of Common Stock to be issued Stock, calculated to the Optionee Y = nearest full share, obtained by (X) multiplying (i) the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = by (ii) the fair market value difference between the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise and the per share Purchase Price (as adjusted to the date of such calculation), and (Y) For purposes of dividing the above calculation, fair market value product thereof by the Fair Market Value of one share of the Company's Stock will be Common Stock. For purposes of this Warrant, the average “Fair Market Value” of the closing prices of the Company's shares one share of Common Stock as shall be (i) if the Common Stock is then traded on the NASDAQ National Market System or any national securities exchange, the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (NASDAQ National Market System or any national securities exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in The Wall Street Journal the trading day prior to the date of exercise, or (ii) if a public market for the Company trade or are quoted if, Common Stock does not exist at the time of exercise, the election, they are not trading or being quoted fair market value of a share of Common Stock on the OTCBB), for the five (5) consecutive trading days date immediately preceding the date of exercise as determined in good faith by the Company’s Board of Directors, or (iii) if the Warrant is exercised in connection with a Public Offering, the initial public offering price of the Common Stock. If the Registered Holder informs the Company in writing that it disagrees with the fair market value of a share of Common Stock as determined by the Board of Directors in accordance with subsection (ii) of the preceding sentence within five business days of the date of such determination, the completedCompany and the Registered Holder shall select a mutually acceptable regional or national investment bank to determine the fair market value of a share of Common Stock on the date immediately preceding the date of exercise and such determination shall be conclusive. If the fair market value determined by the investment bank is less than or equal to the fair market value determined by the Board of Directors, executed Notice the cost of Exercise the valuation shall be paid by the Registered Holder and Subscription Form if the fair market value determined by the investment bank is receivedgreater than the fair market value determined by the Board of Directors, the cost of the valuation shall be paid by the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by the surrender of the Option this Warrant at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the records of the Company) together with the properly endorsed Notice of Exercise annexed hereto duly completed and Subscription Form executed on behalf of the Holder and notice of such election, in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined as follows: (i) in the Company's event that the Common Stock will be is listed or admitted to trading on the NASDAQ Global Market or any other national securities exchange, the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or last reported sales price on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five ten (510) consecutive trading days immediately preceding prior to the date of determination of such fair market value; (ii) in the event such security is no longer listed or admitted to trading on any national securities exchange or traded on any national market system, the average of the reported closing bid and ask prices in the over-the-counter market on such date as shown by the completedNASD automated quotation system, executed Notice or if such securities are not then quoted on such system, as published by the Pink OTC Markets Inc. or any similar successor organization, and in either case as reported by any member firm of Exercise and Subscription Form is receivedany national securities exchange selected by the Company; or (iii) in the event clauses (i) or (ii) are not applicable, the fair market value as determined by the Company’s Board of Directors in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock (or whatever securities are issuable upon exercise of this Warrant at the time) is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), then, in lieu of exercising the Option this Warrant for cash, the Optionee holder may elect a "NET ISSUE EXERCISE", pursuant to which the holder will receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionexercised), in which event the Company will shall issue to the Optionee holder and/or the holder's designee(s) a number of shares of Common Stock 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 Optionee Holder; Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised; A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) ); and B = Per Share Exercise Purchase Price in effect (as adjusted to at the date of such calculation) ). For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by the Company's Stock will be Board of Directors in good faith. To exercise this Warrant pursuant to this Section 3, the average of holder must surrender this Warrant at the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares principal office of the Company trade or are quoted if, at together with the time properly endorsed Form of the Subscription and notice of such election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising the Option for cashthis Warrant pursuant to Section 1(a) hereof, the Optionee Holder may elect elect, in whole or in part, from time to time, on or after the date hereof and until 5:00 p.m. PDT on the Expiration Date to convert and to receive shares a number of Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company Company, together with the properly endorsed a Notice of Exercise pursuant to which the provisions of this Section 1(b) are elected, such notice to expressly indicate both the applicable type of Shares to be issued upon such conversion, the applicable Exercise Price per Share, and Subscription Form and notice the portion (or whether all) of this Warrant, as measured by the Maximum Aggregate Coverage Amount, is to be applied to such electionconversion. In such event, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares the applicable type of Common Stock Shares to be issued to the Optionee Holder. Y = the number of shares the applicable type of Common Stock purchasable under Shares that the Option or, if only a indicated portion of the Option is being exercised, the portion Maximum Aggregate Coverage Amount of the Option being canceled (this Warrant could purchase at the date of such calculation) applicable Exercise Price. A = the fair market value of one share of the Company's Common Stock (at the date of such calculationShare, as applicable, determined pursuant to Section 1(c) below. B = Per Share the applicable Exercise Price per Share (as adjusted to the date of such calculation) For purposes for the applicable type of Shares. If this Warrant has not been exercised prior to the Expiration Date, this Warrant shall be deemed to have been automatically exercised on the Expiration Date by net issue election pursuant to this Section 1(b) for the applicable type of Shares and based upon an applicable deemed Exercise Price per Share as follows: (i) following a Financing Event or a Non-Qualifying Financing, for shares of the above calculation, fair market value of one share of Financing Securities at the Company's Stock will be the average of the closing prices of the Company's Financing Price; and (ii) for shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Common Stock Exercise and Subscription Form is receivedPrice.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by the surrender of the Option this Warrant at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) together with the properly endorsed Notice of Exercise annexed hereto duly completed and Subscription Form executed on behalf of the Holder and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined as follows: (A) in the Company's event that the Common Stock will be is listed or admitted to trading on the NASDAQ National Market or any other national securities exchange, the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or last reported sales price on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five ten (510) consecutive trading days immediately preceding prior to the date of determination of such fair market value; (B) in the event such security is no longer listed or admitted to trading on any national securities exchange or traded on any national market system, the average of the reported closing bid and ask prices in the over-the-counter market on such date as shown by the completedNASD automated quotation system, executed Notice or if such securities are not then quoted on such system, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in either case as reported by any member firm of Exercise and Subscription Form is receivedany national securities exchange selected by the Company; or (C) in the event clauses (i) or (ii) are not applicable, the fair market value as determined by the Company’s Board of Directors in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising the Option for cashthis Warrant under Section 3.1 above, the Optionee Investor may elect to receive shares Shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) this Warrant by surrender of the Option this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee a Investor that number of shares of Common Stock Shares computed using the following formula: X = Y (AX= Y(A-B) ------- A Where X = Where: X= the number of shares of Common Stock Shares to be issued to the Optionee Y = Investor Y= the number of shares of Common Stock purchasable Shares then exercisable under the Option orthis Warrant, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = exercised for cash. A= the fair market value of one share of the Company's Common Stock at the time of such exercise. B= the per share Warrant Price (at as adjusted through the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculationexercise.) For purposes of this Section 3.2, the above calculation, fair market value of one share the Common Stock shall be determined as follows: 3.2.1. If the exercise is before the effective date of an initial public offering of the Common Stock, then the fair market value shall conclusively be deemed to be the most recent value set by the Board of Directors of the Company (or appropriate committees of the Board of Directors) as the fair market value for purposes of issuing stock under the Company's ’s then-current Stock Incentive Plan. Notwithstanding the preceding sentence, if the exercise is made within ten days following notice of a Transaction, then the fair market value will be equal to the cash given (or if the consideration is not solely cash then the fair market value of the consideration given) in exchange for the Common Stock in the Transaction. If the Transaction carries its own internal rules for valuing such consideration (e.g., average of previous ten (10) days’ trading, or the like) those rules will govern the determination of fair market value under this Section 3.2. 3.2.2. If the exercise is after, and not in connection with, the Company’s initial public offering, and: 3.2.2.1 if the Common Stock is traded on a securities exchange, then the fair market value shall be the average of the closing prices over the ten (10) day trading period immediately preceding that day which is three (3) days before the day the fair market value of the Company's shares of Common Stock as is being determined; or 3.2.2.2 if the Common Stock is actively traded over-the-counter, then the fair market value shall be deemed to be the average of the closing bid and asked prices quoted on the OTC Bulletin Board (the "OTCBB") NASDAQ Stock Market (or on such other United States stock exchange or public similar system) over the ten (10) day trading period immediately preceding that day which is three (3) days before the day the fair market or quotation medium on or by which the shares value of the Company trade Common Stock is being determined. The person or are quoted ifpersons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, at and shall be treated for all purposes as the time record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised. In the event of any exercise of this Warrant, certificates for the issuable Shares shall be delivered to the Investor as soon as possible and in any event within fifteen (15) days of receipt of such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the electionShares, they are if any, with respect to which this Warrant shall not trading or being quoted on then have been exercised shall also be issued to the OTCBB), for the five Investor as soon as possible and in any event within such fifteen (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received15)-day period.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Purchase Price for one share of Common Stock (at the date of calculation calculation, as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionWarrant Certificate, substantially in the form as attached hereto, in which event the Company will shall issue to the Optionee a Holder that number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = WHERE: WS equals the number of shares of Common Stock Warrant Shares to be issued to the Optionee Y = Holder; WCS equals the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation); FMV equals the Fair Market Value (as defined below) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise ); and PP equals the per share Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculationWarrant. As used in this Section, fair market value the term “Fair Market Value” of one share each Share as of any date shall be the closing bid price of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock ’s common stock as quoted reported on the OTC Bulletin Board (the "OTCBB") Nasdaq Global Market (or on such other United States stock exchange or public recognized trading market or quotation medium if the common stock is not listed on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted Nasdaq) on the OTCBB), for the five (5) consecutive trading days day immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedexercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option Warrants for cash, the Optionee Warrant Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option Warrants (or the portion thereof being canceledexercised) by surrender of the Option Warrant Agreement at the principal office of the Company together with the properly endorsed duly executed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Warrant Holder a number of shares of Common Stock computed using the following formula: X = Y (AX=Y(A-B) ------- B)/ A Where X = WHERE X= the number of shares of Common Stock to be issued to the Optionee Y = Warrant Holder; Y= the number of shares of the Common Stock purchasable under the Option Warrants or, if only a portion of the Option Warrants is being exercised, the portion of the Option Warrants being canceled (at the date of such calculation) A = exercised; A= the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share ); and B= Exercise Price (as adjusted to at the date of such calculation) ). For purposes of this Section 5(b), the above calculation, calculations contemplated by this Section 5(b) shall be made as of the close of business on the trading day immediately preceding the date of the delivery of this Warrant Agreement and the related Notice of Exercise and the fair market value of one share of the Company's Common Stock will shall be equal to the sales price, regular way, as reported on Nasdaq or if no such reported sale takes place, the average of the closing bid and asked prices, regular way, as reported on Nasdaq or if no such bid or ask prices are reported, the average of the bid and ask prices of a New York Stock Exchange member. The Company shall deliver, or cause to be delivered, the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB"issuable upon a net issue exercise pursuant this Section 5(b) (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares within two business days of the Company trade or are quoted if, at the time surrender of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of this Warrant Agreement and related Exercise and Subscription Form is receivedNotice.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by the surrender of the Option this Warrant at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) together with the properly endorsed Notice of Exercise annexed hereto duly completed and Subscription Form executed on behalf of the Holder and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined as follows: (i) in the Company's event that the Common Stock will be is listed or admitted to trading on the NASDAQ National Market or any other national securities exchange, the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or last reported sales price on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five ten (510) consecutive trading days immediately preceding prior to the date of the date the completed, executed Notice determination of Exercise and Subscription Form is received.such fair market value;

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash or other same-day funds, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal designated office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (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) B = Per Share Exercise the Stock Purchase Price (as adjusted to at the date of such calculation) For purposes of the above calculationthis Warrant, fair market value of one share of the Company's Common Stock will shall be the average of equal to the closing prices of sales price for the Company's shares of Common Stock as quoted on the OTC Bulletin Board (Nasdaq National Market or any successor thereto or the "OTCBB") (or primary exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares of Common Stock is then quoted, or, if the Company trade or are quoted if, at the time of the election, they are Common Stock is not trading or being then quoted on any automated quotation system or exchange, the OTCBB), for price determined by the five (5) consecutive trading days immediately preceding the date Company's Board of the date the completed, executed Notice of Exercise and Subscription Form is receivedDirectors in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) calculations For purposes of the above calculation, fair market value of one share of Common Stock shall be determined by the Company's Board of Directors in good faith; PROVIDED, HOWEVER, that where there exists a public market for the Company's Common Stock will at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as 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 OTC Bulletin Board (the "OTCBB") (NASDAQ National Market System or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares of Common Stock is listed (including, without limitation, the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBBAmerican Stock Exchange), whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of the date the completed, executed Notice determination of Exercise and Subscription Form is receivedfair market value.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by the surrender of the Option this Warrant at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company) together with the properly endorsed Notice of Exercise annexed hereto duly completed and Subscription Form executed on behalf of the Holder and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined as follows: (i) in the event the Warrant is exercised in connection with a Qualified Initial Public Offering, the per share offering price to the public of the Company's ’s Common Stock will be in such initial public offering. (ii) in the event that the Common Stock is listed or admitted to trading on the NASDAQ National Market or any other national securities exchange, the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or last reported sales price on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five ten (510) consecutive trading days immediately preceding prior to the date of determination of such fair market value; (iii) in the event such security is no longer listed or admitted to trading on any national securities exchange or traded on any national market system, the average of the reported closing bid and ask prices in the over-the-counter market on such date as shown by the completedNASD automated quotation system, executed Notice or if such securities are not then quoted on such system, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in either case as reported by any member firm of Exercise and Subscription Form is receivedany national securities exchange selected by the Company; or (iv) in the event clauses (i), (ii) or (iii) are not applicable, the fair market value as determined by the Company’s Board of Directors in good faith.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value (as determined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Warrant Price (at the date of the calculation as set forth below)) for that share, in lieu of exercising the Option this Warrant for cash, the Optionee registered holder of this Warrant may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election. In such event, in which event the Company will shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = registered holder the number of shares of Common Stock to be issued Stock, calculated to the Optionee Y = nearest full share, obtained by (X) multiplying the (i) number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = by (ii) the difference between the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise and the per share Warrant Price (as adjusted to the date of such calculation), and (Y) For purposes of dividing the above calculation, product thereof by the fair market value of one share of the Common Stock. For purposes of this paragraph 4, the "fair market value" of one share of Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that if a public market for the Company's Common Stock will exists at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as 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 OTC Bulletin Board (the "OTCBB") (NASDAQ National Market System or any national securities exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), as published in The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of the date the completed, executed Notice determination of Exercise and Subscription Form is receivedfair market value.

Net Issue Exercise. (a) Section 3.2(b) shall not apply and shall have no force or effect if, in accordance with the terms of the Purchase Agreement, the Shares issuable upon exercise of this Warrant have been registered for resale under the Securities Act of 1933, as amended, on a registration statement on Form SB-2, or another appropriate form. (b) Notwithstanding any provisions herein to the contrarycontrary (other than Section 3.2(a)), if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Warrantholder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Warrantholder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Warrantholder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the volume weighted average price of the closing prices of the Company's shares of Common Stock as quoted from the hours of 9:30 a.m. to 4:00 p.m. on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or as reported by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), Bloomberg Financial for the five (5) consecutive trading days immediately preceding the date of exercise for which there are reported transactions in the date the completed, executed Notice of Exercise and Subscription Form is receivedCommon Stock.

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the a properly endorsed Notice notice of Exercise and Subscription Form exercise and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Class B Common Stock computed using the following formula: X = Y (AY(A-B) ------- ------ X = A Where X = the number of shares of Class B Common Stock to be issued to the Optionee Holder, Y = the number of shares of Class B Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) ), A = the fair market value of one share of the Company's Class A Common Stock (at the date of such calculation) ), and B = Per Share the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Class A Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Company's Class A Common Stock will at the time of such exercise, fair market value shall mean the average over the preceding twenty (20) trading days (or such fewer number of days as such public market has existed) of the mean of the high closing bid and asked prices on the over-the-counter market as reported by Nasdaq, or if then traded on a national securities exchange or the Nasdaq National Market, the average over the preceding twenty (20) trading days (or such fewer number of days as the Class A Common Stock has been so traded) of the mean of the high and low prices on the principal national securities exchange or the National Market on which it is so traded. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the average of per share offering price to the closing prices public of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or initial public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedoffering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in i) In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 2(a), the Optionee Registered Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionelection on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company will shall issue to the Optionee such Registered Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-A - B) ------- A Where X = the The number of shares of Common Stock Shares to be issued to the Optionee Registered Holder. Y = the The number of shares of Common Stock Shares purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled this Warrant (at the date of such calculation) ). A = the The fair market value of one share of the Company's Common Stock Share (at the date of such calculation) ). B = Per Share The Exercise Price (as adjusted to the date of such calculation). (ii) For purposes of this Section 2(c), the above calculation, fair market value of one share a Share on the date of calculation shall mean: (A) if the exercise is in connection with an initial public offering of the Company's ’s Common Stock will (an “IPO”), and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value shall be the product of (x) the initial “price to public” per share specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each Share is convertible at the date of calculation; (B) if this Warrant is exercised after, and not in connection with, an IPO, and if the Company’s Common Stock is traded on a national securities exchange or actively traded over-the-counter: (1) if the Company’s Common Stock is traded on a national securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a thirty (30) day period ending three (3) days before date of calculation and (y) the Company's number of shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or into which each Share is convertible on such other United States stock exchange or public trading date; (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market or quotation medium on or by which value shall be deemed to be the shares product of (x) the average of the Company trade closing bid or are quoted if, at sales price (whichever is applicable) over the time of the election, they are not trading or being quoted on the OTCBB), for the five thirty (530) consecutive trading day period ending three (3) days immediately preceding before the date of calculation and (y) the number of shares of Common Stock into which each Share is convertible on such date; or (C) if neither (A) nor (B) is applicable, the fair market value of a Share shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for a Share sold by the completedCompany, executed Notice from authorized but unissued shares, as determined in good faith by the Board of Exercise and Subscription Form is receivedDirectors.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in a) In lieu of exercising the Option this Warrant for cashcash as provided above, the Optionee Holder may elect elect, in its sole discretion, to exercise all or part of this Warrant without paying cash and to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Election, in the form attached to and Subscription Form and notice of such electionby this reference incorporated in this Warrant as Exhibit C, in which event the Company will shall issue to the Optionee a Holder the number of --------- shares of Common Stock Shares computed using the following formula: X = Y x (A-B) ------- --------- A Where Where: X = the number of shares of Common Stock Shares to be issued to the Optionee Holder. Y = the number of shares Shares to be purchased upon exercise of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) this Warrant. A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) Shares. B = Per Share Exercise Price price (as adjusted to the date of such calculationcalculations). (b) For purposes of this Section, the above calculation, fair market value of one share of the Company's Stock will be Shares shall mean, with respect to each share of Shares: (1) if the Shares of the Company are listed on any national securities exchange, Nasdaq system or the OTC Bulletin Board(R), the average of the closing prices of the Shares, sold on the primary securities exchange on which the Shares are at the time listed, on the ten (10) trading days immediately prior to the day the Notice of Net Issuance to exercise is delivered to the Company's shares of Common Stock as ; (2) if the Shares are not quoted on any national securities exchange, Nasdaq system or the OTC Bulletin Board (Board(R), the "OTCBB") (or average of the mean between the highest bid and lowest asked price on such other United States stock exchange or day in the domestic over-the-counter market as reported by any similar successor organization, on the thirty (30) calendar days immediately prior to the day the Notice of Net Issuance to exercise is delivered; or (3) if there is no public trading market or quotation medium on or by which for the shares Shares, the average price paid in all sales of securities of the Company trade or are quoted ifmade within the twelve (12) months before the Notice of Net Issuance to exercise is delivered (excluding exercises of options and warrants), at or, if no sales have been made by the time Company during the preceding twelve (12) months, the price determined by the Company's Board of Directors acting in good faith. (c) The net exercise provision set forth in this Section 1.03 shall not apply to the first 2,000,000 Shares of the election, they are not trading or being quoted on the OTCBB), for the five (5Company's Common Stock issued under this form of Warrant pursuant to Section 3.1(a)(ii) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedMerger Agreement.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable purchas- able under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board New York Stock Exchange (the "OTCBBNYSE") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBBNYSE), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in a) In lieu of exercising the Option this Warrant for cashcash as provided above, the Optionee Holder may elect elect, in its sole discretion, to exercise all or part of this Warrant without paying cash and to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Net Issuance attached to and Subscription Form and notice of such electionby this reference incorporated in this Warrant as Exhibit B, in --------- which event the Company will shall issue to the Optionee a Holder the number of shares of Common Stock Shares computed using the following formula: X = Y x (A-B) ------- --------- A Where Where: X = the number of shares of Common Stock Shares to be issued to the Optionee Holder. Y = the number of shares Shares to be purchased upon exercise of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) this Warrant. A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) Shares. B = Per Share Exercise Price price (as adjusted to the date of such calculationcalculations). (b) For purposes of this Section, the above calculation, fair market value of one share of the Company's Stock will be Shares shall mean, with respect to each share of Shares: (1) if the Shares of the Company are listed on any national securities exchange, Nasdaq system or the OTC Bulletin Board(R), the average of the closing prices of the Shares, sold on the primary securities exchange on which the Shares are at the time listed, on the ten (10) trading days immediately prior to the day the Notice of Net Issuance to exercise is delivered to the Company's shares of Common Stock as ; (2) if the Shares are not quoted on any national securities exchange, Nasdaq system or the OTC Bulletin Board (Board(R), the "OTCBB") (or average of the mean between the highest bid and lowest asked price on such other United States stock exchange or day in the domestic over-the-counter market as reported by any similar successor organization, on the thirty (30) calendar days immediately prior to the day the Notice of Net Issuance to exercise is delivered; or (3) if there is no public trading market or quotation medium on or by which for the shares Shares, the average price paid in all sales of securities of the Company trade or are quoted if, at made within the time twelve (12) months before the Notice of the election, they are not trading or being quoted on the OTCBBNet Issuance to exercise is delivered (excluding exercises of options and warrants), for or, if no sales have been made by the five Company during the preceding twelve (512) consecutive trading days immediately preceding months, the date price determined by the Company's Board of the date the completed, executed Notice of Exercise and Subscription Form is receivedDirectors acting in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value (as defined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at on the date of calculation as set forth belowexercise of this Warrant), in lieu of exercising the Option this Warrant in exchange for cash, the Optionee holder may elect to receive exercise all or a portion of this Warrant by canceling all or a portion of this Warrant and receiving in exchange therefor shares equal to the value of Common Stock (as determined below) equal to the value of the Option (this Warrant, or the portion thereof being canceled) , by surrender of the Option this Warrant at the principal office of the Company (or the office of the Warrant Agent contemplated by Section 6(b), if applicable) together with the properly endorsed Notice a duly executed form of Exercise and Subscription Form and notice of such electionsubscription, in which event the Company will shall issue to the Optionee holder a number of shares of Common Stock computed using the following formula: X = Y (AX=Y(A-B) ------- ------ A Where X = the number of shares of Common Stock to be issued to the Optionee holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, under the portion of the Option Warrant being canceled exercised (at on the date of such calculationexercise) A = the fair market value of one share of the Company's Common Stock (at on the date of such calculationexercise) B = Per Share the Exercise Price (as adjusted to the date of such calculationexercise) For purposes of the above calculation, "fair market value value" of one share of Common Stock shall be determined by the Company's Stock will be Board of Directors in good faith; provided, however, where a public market exists for the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of such exercise, the election"fair market value", they are not trading or being quoted on per share shall be equal to the OTCBB), average for the five (5) consecutive trading days immediately preceding prior to the date of such exercise of the date average of the completedclosing 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 quoted on the Nasdaq National Market System or the principal exchange on which the Common Stock is then listed, executed Notice of Exercise and Subscription Form whichever is receivedapplicable, as published in The Wall Street Journal.

Net Issue Exercise. Notwithstanding (i) At any provisions herein to time after the contrary, if the fair market value of one share expiration of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth belowCommitment Period or in accordance with Section 9(b), in lieu of exercising this Warrant in the Option for cashmanner provided above in Section 2(a), the Optionee holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionelection on the purchase/exercise form appended hereto as Exhibit A duly executed by such holder or such holder’s duly authorized attorney, in which event the Company will shall issue to the Optionee such holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the The number of shares of Common Stock to be issued to the Optionee holder. Y = the The number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled this Warrant (at the date of such calculation) ). A = the The fair market value of one share of the Company's Common Stock (at the date of such calculation) ). B = Per Share Exercise The Warrant Price (as adjusted to the date of such calculation). (ii) For purposes of this Section 2(c), the above calculation, fair market value of one Common Stock on the date of calculation shall mean with respect to each share of Warrant Stock: (A) if the exercise is in connection with an initial public offering of the Company's ’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value shall be the initial “Price to Public” per share specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company’s initial public offering, and if the Company’s Common Stock will is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: (1) if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the fair market value shall be deemed to be the average of the closing prices over a thirty (30) day period ending three days before date of calculation; or (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the Company's closing bid or sales price (whichever is applicable) over the thirty (30) day period ending three days before the date of calculation; or (C) if neither (A) nor (B) is applicable, the fair market value of Common Stock shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as quoted on reasonably determined in good faith by the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of Directors, unless the Company trade or are quoted ifis at such time subject to a Change of Control, at in which case the time fair market value of Common Stock shall be deemed to be the election, they are not trading or being quoted on value received by the OTCBB), for the five (5) consecutive trading days immediately preceding the date holders of the date the completed, executed Notice such stock pursuant to such Change of Exercise and Subscription Form is receivedControl.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Shares is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash equal to the Option aggregate Purchase Price for cashthe shares for which this Warrant is exercised, the Optionee Holder may elect to receive shares Common Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion number of the Option Common Shares for which this Warrant is being canceled (at the date of such calculation) exercised A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one Common Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that (a) in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s Initial Public Offering (as defined below) of its common stock, the fair market value per share shall be the per share offering price to the public of the Company's Stock will ’s Initial Public Offering, and (b) in the event that this Warrant is exercised at any time after the Company’s common stock is otherwise listed on a national exchange, the fair market value per share shall be the volume-weighted average of the closing prices price of the Company's shares of Common Stock as quoted on ’s common stock over the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive two trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedexercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising the Option for cashthis Warrant pursuant ------------------ to Section 2(a) hereof, the Optionee Registered Holder may elect to receive shares Common Stock in an amount equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event alternative No. 1 is initialed by the Registered Holder. In such event, the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (AY(A-B) ------- X = ----- A Where X = the number of shares of Common Stock to be issued to the Optionee Registered Holder. Y = the aggregate number of shares of Common Stock purchasable requested to be exercised under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) this Warrant and thereafter canceled. A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) exercise). B = Per Share The Exercise Price (as adjusted to the date of such calculation) ). For the purposes of the above calculation, the fair market value of one shall mean with respect to each share of the Company's Stock will be Common Stock: (i) the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the over-the-counter market summary or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (or any exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), Wall Street ----------- Journal for the five ten (510) consecutive trading days immediately preceding prior to but not including the ------- date of determination of the date fair market value; or (ii) if the completedCompany's common stock is not traded over-the-counter or on an exchange, executed Notice the fair market value shall be determined in good faith by the Company's Board of Exercise Directors. Receipt and Subscription Form is receivedacknowledgment of this Warrant by the Registered Holder shall be deemed to be an acknowledgment and acceptance of any such fair market value determination by the Company's Board of Directors as the final and binding determination of such value for purposes of this Warrant.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock (1) Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) (such election being referred to herein as a “Net Issue Exercise Election”) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder. Y = the number of shares of Common Stock Shares purchasable under the Option this Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised. A = the “fair market value value” (as defined below) of one share of the Company's Common Stock (at the date of such calculation1) Share. B = Per Share the Exercise Price per Share (as adjusted to the date of such calculation) ). For purposes of this Section 1.4, the above calculation, fair market value per Share shall be the product of one share of the Company's Stock will be (i) the average of the closing bid and asked prices of the Company's shares Shares quoted in any applicable over the counter market summary or the last reported sale price of Common Stock as the Shares or the average closing price quoted on the OTC Bulletin Board (the "OTCBB") (or any exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Shares are listed, whichever is applicable, for thirty (30) trading days prior to the date of determination of fair market value and (ii) the Company trade or are quoted if, number of Shares into which each Share is convertible at the time of such exercise. If the election, they Shares are not trading traded over the counter or being quoted on an exchange, the fair market value shall be the price per Share which the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued shares, as such price shall be agreed in good faith by the Company and the Holder. If the Company and the Holder are unable to agree on the OTCBB), for the five (5) consecutive trading days immediately preceding the date “fair market value” of the date Shares within ten (10) days of receipt of the completed, executed Notice of Exercise required under Section 1.2(a) above, then the fair market value shall be determined by an independent valuation expert selected by the Company and Subscription Form reasonably acceptable to the Holder. Notwithstanding the foregoing, in the event the Warrant is receivedexercised in connection with the Company’s initial public offering of Shares, the fair market value per Share shall be the product of (i) the per Share offering price to the public of the Company’s initial public offering, and (ii) the number of Shares into which each Share is convertible at the time of exercise. In the event that the Holder makes a Net Issue Exercise Election pursuant to this Section 1.4 , the provisions of Section 1.2 regarding certain delivery obligations of the Holder, and Section 1.3 regarding certain delivery obligations of the Company, shall be fully applicable upon such election.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Exercise Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash as set forth in Section 3(a) above, the Optionee Holder may elect to receive shares of Exercise Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Exercise Stock computed using the following formula: X = Y (* A-B) ------- B A Where X = the number of shares of Common Exercise Stock to be issued to the Optionee Holder Y = the number of shares of Common Exercise Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common ’s Exercise Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Exercise Stock shall be determined jointly by the Company's ’s Board of Directors and the Holder in good faith; provided, however, that when the fair market value of one share of Exercise Stock will is being determined in connection with a financing in which the Company is selling shares of its preferred stock that is convertible into Common Stock, the fair market value of one share of Exercise Stock shall be the quotient obtained by dividing the aggregate purchase price for all of the newly issued preferred stock sold in such financing by the total number of shares of Common Stock that such preferred stock is convertible into as of the date of the consummation of such financing, and when the Exercise Stock is the same class of stock being sold in such financing, the fair market value of one share of Exercise Stock shall be the purchase price of one share of the stock being sold in such financing; provided, further, that where there exists a public market for the Company’s Common Stock at the time of such exercise, the fair market value per share shall be (A) the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the Over-The-Counter Market Summary, (B) the last reported sale price of the Common Stock or (C) the closing price quoted on the OTC Bulletin Board (the "OTCBB") (Nasdaq Stock Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Eastern Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of determination of fair market value. Notwithstanding the date foregoing, in the completedevent the Warrant is exercised in connection with the Company’s initial public offering of Common Stock (an “IPO”), executed Notice the fair market value per share shall be the per share offering price to the public of Exercise and Subscription Form is receivedthe Company’s initial public offering.

Net Issue Exercise. Notwithstanding any provisions herein 3 To be equal, in the aggregate for each respective Underwriter, to two and one-half percent (2.5%) of the number of shares of common stock of the Company sold by that Underwriter in the public offering in the United States pursuant to the contraryForm S-1 on file with the SEC (File No. 333-172083) (the “Registration Statement”) and in Canada pursuant to the Canadian Preliminary Prospectus (as defined in the Underwriting Agreement) (less any shares sold by that Underwriter to purchasers set forth on the “President’s List” (as defined in the Underwriting Agreement)). 4 To be equal to one hundred twenty percent (120%) of the public offering price per share as set forth in the Registration Statement (but, in any event, not less than Thirty Cents ($0.30) per share of Common Stock). (i) Section 3(b)(ii) shall not apply and shall have no force or effect if the fair market value Shares issuable upon exercise of this Warrant have been registered for resale under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-3, or another appropriate form and such Registration Statement remains effective under the Act and available for use by Holder at the time of exercise. (ii) Subject to Section 3(b)(i), if, at any time after the Initial Exercise Date, the Fair Market Value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below)Price, in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = (Y (A-A - B)) ------- / A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to at the date of such calculation) For purposes of the above calculation, fair market value the “Fair Market Value” of one share of the Company's Common Stock will be shall mean (i) the average of the closing sales prices of for the Company's shares of Common Stock as quoted on the OTC Bulletin Board Eligible Market on which the Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the "OTCBB"Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the ten (10) consecutive Trading Days immediately prior to the Exercise Date, or on such other United States stock exchange or public trading market or quotation medium on or by which (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg, or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company trade or are quoted if, at in the time exercise of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedits good faith judgment.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Class A Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cashthis Warrant as set forth in paragraph (b), the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option at the principal office of the Company this Warrant, together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, at the principal office of the Company, in which event the Company will shall issue to the Optionee Holder a number of shares of Class A Common Stock computed using the following formula: X = Y (A-B) ------- A B)/A Where X = the number of shares of Class A Common Stock to be issued to the Optionee Holder Y = the number of shares of Class A Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) exercised A = the fair market value of one share of the Company's Class A Common Stock (at as of the date of such calculationexercise determined in accordance with paragraph (b) above) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Class A Common Stock will shall be the average of (i) the closing price quoted on the New York Stock Exchange, Inc., or on any other exchange (including NASDAQ National Market) on which the Class A Common Stock is listed, as published in The Wall Street Journal or (ii) the average of the bid and asked prices therefor at the close of trading as quoted by NASDAQ (including the OTC Bulletin Board), or (iii) the average of the bid and asked prices therefor at the close of trading as quoted by the National Quotation Bureau in the National Daily Quotation Sheets, in each case for the thirty (30) trading days prior to the date of determination of fair market value. In the event the Class A Common Stock is not listed for trading on any national securities exchange (including NASDAQ National Market), and the bid and asked prices therefor are not quoted by NASDAQ (including the OTC Bulletin Board), or by the National Quotation Bureau in the National Daily Quotation Sheets, then the fair market value of one share of Class A Common Stock shall be the value determined in good faith by the board of directors of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below)Price, in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise electing the net issue exercise. Upon receipt of this Warrant and Subscription Form and notice the Notice of such electionExercise, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formulaShares as determined below: X = Y (A-B) ------- A Where Where: X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share Share shall be determined in good faith by the Board of Directors of the Company's Stock will ; provided, however, that where there exists a public market for the Shares at the time of such exercise, the fair market value per Share at any date shall be the average of the closing last reported sale prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive ten trading days immediately preceding the date surrender of the date Warrant and delivery of the completed, executed Notice of Exercise and Subscription Form Exercise, as quoted on the NYSE Amex, the Nasdaq Stock Market, the OTC Bulletin Board or on any exchange or market on which the Common Stock is receivedlisted, whichever is applicable.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Purchase Price (at the date of the calculation as set forth below)) for that share, in lieu of exercising the Option this Warrant for cash, the Optionee Registered Holder of this Warrant may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election. In such event, in which event the Company will shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = Registered Holder the number of shares of Common Stock to be issued Stock, calculated to the Optionee Y = nearest full share, obtained by (X) multiplying (i) the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = by (ii) the fair market value difference between the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise and the per share Purchase Price (as adjusted to the date of such calculation), and (Y) For purposes of dividing the above calculation, fair market value product thereof by the Fair Market Value of one share of the Company's Stock will be Common Stock. For purposes of this Warrant, the average “Fair Market Value” of the closing prices of the Company's shares one share of Common Stock as shall be (i) if the Common Stock is then traded on any national securities exchange, the closing price quoted on the OTC Bulletin Board (the "OTCBB") (or any national securities exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, as published in The Wall Street Journal the trading day prior to the date of exercise, or (ii) if a public market for the Company trade or are quoted if, Common Stock does not exist at the time of exercise, the election, they are not trading or being quoted fair market value of a share of Common Stock on the OTCBB), for the five (5) consecutive trading days date immediately preceding the date of exercise as determined in good faith by the Company’s Board of Directors, or (iii) if the Warrant is exercised in connection with a Public Offering, the initial public offering price of the Common Stock. If the Registered Holder informs the Company in writing that it disagrees with the fair market value of a share of Common Stock as determined by the Board of Directors in accordance with subsection (ii) of the preceding sentence within five business days of the date of such determination, the completedCompany and the Registered Holder shall select a mutually acceptable regional or national investment bank to determine the fair market value of a share of Common Stock on the date immediately preceding the date of exercise and such determination shall be conclusive. If the fair market value determined by the investment bank is less than or equal to the fair market value determined by the Board of Directors, executed Notice the cost of Exercise the valuation shall be paid by the Registered Holder and Subscription Form if the fair market value determined by the investment bank is receivedgreater than the fair market value determined by the Board of Directors, the cost of the valuation shall be paid by the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in i) In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 3(A), the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with notice of such election on the properly endorsed Notice of Exercise and Subscription Form and notice of form attached hereto duly executed by such electionHolder or such Holder’s duly authorized attorney, in which event the Company will shall issue to the Optionee such Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the The number of shares of Common Stock to be issued to the Optionee Holder Y = the The number of shares of Common Stock purchasable under the Option this Warrant or, if only a portion of the Option this Warrant is being exercised, the portion of the Option this Warrant being canceled cancelled (at the date of such calculation) ) A = the The fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share The Exercise Price (as adjusted to the date of such calculation) (ii) For purposes of this Section 3(C), the above calculation, fair market value of one share on the date of calculation shall mean the Company's Stock will be highest price per share which the average Company could obtain on the date of the closing prices of the Company's calculation from a willing buyer (not a current employee or director) for shares of Common Stock (in the case of an exercise pursuant to Section 2(a)(i)) or Common Stock (in the case of an exercise pursuant to Section 2(a)(ii)), as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or applicable, sold by which the shares of the Company trade or are quoted iffrom authorized but unissued shares, at as determined in good faith by the time Board of Directors and agreed to by the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedHolder.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in i) In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 3(A), the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with notice of such election on the properly endorsed Notice of Exercise and Subscription Form and notice of form attached hereto duly executed by such electionHolder or such Holder’s duly authorized attorney, in which event the Company will shall issue to the Optionee such Holder a number of shares of Common Stock computed using the following formula: X = Y (AX=Y(A-B) ------- A Where X = the The number of shares of Common Stock to be issued to the Optionee Holder Y = the The number of shares of Common Stock purchasable under the Option this Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled cancelled (at the date of such calculation) ) A = the The fair market value of one share of the Company's Common Stock Warrant stock (at the date of such calculation) B = Per Share The Exercise Price (as adjusted to the date of such calculation) (ii) For purposes of this Section 3(C), the above calculation, fair market value of one share of Common Stock on the date of calculation shall mean: (A) if the exercise is in connection with an initial public offering of the Company's ’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value of Common Stock will shall be the initial “Price to Public” per share specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company’s initial public offering, and if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: (1) if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the fair market value shall be deemed to be the average of the closing prices over a thirty (30) day period ending three days before date of calculation; or (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the Company's closing bid or sales price (whichever is applicable) over the thirty (30) day period ending three days before the date of calculation; or (C) if neither (A) nor (B) is applicable, the fair market value shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as quoted on determined in good faith by the OTC Bulletin Board (of Directors and agreed to by the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedHolder.

Net Issue Exercise. Notwithstanding any provisions herein anything otherwise to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising payment by the Option Holder of cash for cashthe shares of Common Stock to be purchased upon an exercise of this Warrant, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionelection to the Company and satisfaction only of the conditions set forth in Sections 1.1(a) and 1.1(b) hereof, in which event the Company will issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the average of the bid and ask (or, if not available, the closing prices price) of the Company's Common Stock on the Nasdaq National Market or such other domestic market or exchange on which the shares of Common Stock as quoted are traded on the OTC Bulletin Board (day prior to the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which exercise of this Warrant, as reported in the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedWall Street Journal.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising the Option for cashthis Warrant pursuant to Section 1.A, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledcancelled) by surrender of the Option this Warrant at the principal such office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Warrant Stock computed using the following formula: X = Y (A-B) ------- ------ A Where X = the number of shares of Common Warrant Stock to be issued to the Optionee Holder. Y = the number of shares of Common Warrant Stock purchasable under this Warrant at the Option date of such calculation or, if only a portion of the Option this Warrant is being exercised, the portion of the Option this Warrant being canceled (cancelled at the date of such calculation) . A = the fair market value of one share of the Company's Common Warrant Stock (purchasable under this Warrant at the date of such calculation) . B = Per Share Exercise Purchase Price (as adjusted to the date of such calculation) calculations). For purposes of the above calculationthis Warrant, fair market value of one share of the Company's Warrant Stock will be the shall mean: (1) The average of the closing bid and asked prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board NASDAQ Stock Market or the closing price quoted on any national securities exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the ten trading days prior to the date of determination of fair market value; or (2) If the "OTCBB") (Common Stock is not traded on the NASDAQ stock market or on such other United States stock exchange an exchange, an amount jointly determined by the Board of Directors and the Holder, or public trading in the event such persons are unable to reach agreement upon such fair market or quotation medium on or by which the shares value within 10 days of the Company trade or are quoted ifexercise of this Warrant, at the time fair market value as determined by an independent third-party appraiser jointly selected by the Company's Board of Directors and the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedHolder hereof.

Net Issue Exercise. (i) Notwithstanding any provisions provision herein to the contrary, if the fair market value of one share (or other unit) of the Company's Common Warrant Stock is greater than the Per Share Exercise Price (Price, at the date of calculation as set forth below), in lieu of exercising the Option for casha cash exercise of this Warrant in accordance with Section 2(a) hereof, the Optionee Holder may elect to receive shares securities equal to the value (as determined below) of the Option (this Warrant, or the portion thereof being canceled) exercised, by surrender of the Option this Warrant at the principal office executive offices of the Company Company, together with the properly properly-endorsed Notice of Exercise and Subscription Form and notice of such electionExercise, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Warrant Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Warrant Stock to be issued to the Optionee Holder. Y = the number of shares of Common Warrant Stock purchasable requested to be exercised under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) this Warrant. A = the fair market value of one share (or other unit) of the Company's Common Warrant Stock (at the date of such calculation) ). B = Per Share the Exercise Price (as adjusted to the date of such calculation). (ii) For purposes of this Section 2(b), the above calculation, fair market value of one share (or other unit) of Warrant Stock shall be determined in good faith by the Company's Board of Directors; provided, however, that where there exists a public market for shares of Common Stock will at the time of such exercise, the fair market value per share shall be the product of (A) the average of the closing bid and asked prices of the Company's Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on The Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, for the five trading days prior to the date of determination of fair market value, and (B) the number of shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by into which the shares each share of the Company trade or are quoted if, Warrant Stock is convertible at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedsuch exercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock is greater than the Per Share Exercise Purchase Price (at the date of the calculation as set forth below)) for that share, in lieu of exercising the Option this Warrant for cash, the Optionee Registered Holder of this Warrant may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election. In such event, in which event the Company will shall issue to the Optionee a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = Registered Holder the number of shares of Common Stock to be issued Stock, calculated to the Optionee Y = nearest full share, obtained by (X) multiplying (i) the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = by (ii) the fair market value difference between the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise and the per share Purchase Price (as adjusted to the date of such calculation), and (Y) For purposes of dividing the above calculation, fair market value product thereof by the Fair Market Value of one share of the Company's Stock will be Common Stock. For purposes of this Warrant, the average “Fair Market Value” of the closing prices of the Company's shares one share of Common Stock as shall be (i) if the Common Stock is then traded on the NASDAQ National Market System or any national securities exchange, the last reported sale price of the Common Stock or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (NASDAQ National Market System or any national securities exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in The Wall Street Journal the trading day prior to the date of exercise, or (ii) if a public market for the Company trade or are quoted if, Common Stock does not exist at the time of exercise, the election, they are not trading or being quoted fair market value of a share of Common Stock on the OTCBB), for the five (5) consecutive trading days date immediately preceding the date of exercise as determined in good faith by the date Company’s Board of Directors, or (iii) if the completedWarrant is exercised in connection with a Public Offering, executed Notice the initial public offering price of Exercise and Subscription Form is receivedthe Common Stock.

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the a properly endorsed Notice notice of Exercise and Subscription Form exercise and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Clm B Common Stock computed using the following formula: Y (A - B) X = Y (A-B) ------- --------- A Where X = the number of shares of Class B Common Stock to be issued to the Optionee Holder, Y = the number of shares of Class B Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) ), A = the fair market value of one share of the Company's Class A Common Stock (at the date of such calculation) ), and B = Per Share the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Class A Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Company's Class A Common Stock will at the time of such exercise, fair market value shall mean the average over the preceding twenty (20) trading days (or such fewer number of days as such public market has existed) of the mean of the high closing bid and asked prices on the over-the-counter market as reported by Nasdaq, or if then traded on a national securities exchange or the Nasdaq National Market, the average over the preceding twenty (20) trading days (or such fewer number of days as the Class A Common Stock has been so traded) of the mean of the high and low prices on the principal national securities exchange or the National Market on which it is so traded. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the average of per share offering price to the closing prices public of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or initial public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedoffering.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash or cancellation of indebtedness, the Optionee Holder may elect to receive shares equal by the surrender of this Warrant, or a portion of this Warrant, to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option Company at the principal office of the Company together Company, with the properly endorsed Notice net issue exercise notice annexed hereto duly executed, to receive, without the payment by the Holder of Exercise and Subscription Form and notice of any additional consideration, such election, in which event the Company will issue to the Optionee a number of shares of Common Stock fully paid and nonassessable Warrant Shares as is computed using the following formula: X = Y (AY(A-B) ------- ------ A Where where: X = the number of shares of Common Stock Warrant Shares to be issued to the Optionee Holder pursuant to this Section 4. Y = the number of shares of Common Stock purchasable under the Option covered by this Warrant or, if only a portion of the Option Warrant is being exercised, the portion number of shares of Stock for which the Option Warrant is then being canceled exercised pursuant to the net issue exercise election made pursuant to this Section 4 (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) ). B = Per Share the Exercise Price (as adjusted in effect under this Warrant at the time the net issue exercise election is made pursuant to this Section 4. For the date of such calculation) For purposes of this Section 4, the above calculation, fair market value of one share of Stock as of a particular date (the "Determination Date") shall be determined by the Company's Board of Directors in good faith; provided, however, that (i) if, as of the Determination Date, there has been a public market for the Stock will for at least 11 trading days, the fair market value per share shall be the average of the closing prices (or bid prices if there are no such closing prices) of the Company's shares of Common Stock as quoted in the over-the-counter market summary or the closing price quoted on the OTC Bulletin Board Nasdaq National Market or on the primary national securities exchange on which the Stock is then listed, whichever is applicable, as published in the New York City Edition of the Wall Street Journal (or, if not so reported, as otherwise reported by the Nasdaq National Market) for the 10 trading days prior to the Determination Date; and (ii) if the Determination Date is the date on which the Stock is first sold by the Company in a firm commitment public offering under the Securities Act of 1933, as amended (the "OTCBBAct") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), or if there has been a public market for the five Stock for fewer than 11 trading days, the fair market value shall be the initial public offering price (5) consecutive trading days immediately preceding the date of the date the completedbefore deducting commissions, executed Notice of Exercise and Subscription Form is receiveddiscounts or expenses).

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, (i) Section 3(b)(ii) shall not apply and shall have no force or effect if the fair market value Shares issuable upon exercise of this Warrant have been registered for resale under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-3, or another appropriate form and such Registration Statement remains effective under the Act and available for use by Holder at the time of exercise. (ii) Subject to Section 3(b)(i), if, at any time after the Initial Exercise Date, the Fair Market Value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below)Price, in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = (Y (A-A - B)) ------- / A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculation) A = the fair market value Fair Market Value of one share of the Company's Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to at the date of such calculation) For purposes of the above calculation, fair market value the “Fair Market Value” of one share of the Company's Common Stock will be shall mean (i) the average of the closing sales prices of for the Company's shares of Common Stock as quoted on the OTC Bulletin Board Eligible Market on which the Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the "OTCBB"Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the ten (10) consecutive Trading Days immediately prior to the Exercise Date, or on such other United States stock exchange or public trading market or quotation medium on or by which (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg, or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company trade or are quoted if, at in the time exercise of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedits good faith judgment.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share The Exercise Price (may be paid at the date of calculation as set forth below)Holder's election either (i) by cash or check, in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value or (as determined below) of the Option (or the portion thereof being canceledii) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Designated Preferred Stock computed using the following formula: X = Y (AY(A-B) ------- ----- A Where X = the number of shares of Common Designated Preferred Stock to be issued to the Optionee Holder Y = the number of shares of Common Designated Preferred Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Designated Preferred Stock (at the date of such calculation) B = Per Share the Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share the Company's Designated Preferred Stock shall mean such fair market value as is reasonably determined as follows: (i) if the exercise is in connection with an initial public offering of the Company's Common Stock, and if the Company's Registration Statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial "Price to Public" specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock will into which each share of Designated Preferred Stock is convertible at the time of such exercise; (ii) If this Warrant is exercised after, and not in connection with the Company's initial public offering, and; (a) if traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a twenty-one (21) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Designated Preferred Stock is convertible at the time of such exercise; or (b) if actively traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Designated Preferred Stock is convertible at the time of such exercise; (iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of the Company's Common Stock shall be the product of (x) the highest price per share, as determined in good faith by its Board of Directors and (y) the number of shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by into which the shares each share of the Company trade or are quoted if, Designated Preferred Stock is convertible at the time of such exercise, unless the electionCompany shall become subject to a merger, they are acquisition or other consolidation pursuant to which the Company is not trading or being quoted on the OTCBB)surviving party, for in which case the five (5) consecutive trading days immediately preceding fair market value of Designated Preferred Stock shall be deemed to be the date value received by the holders of the date the completed, executed Notice of Exercise and Subscription Form is receivedCompany's Designated Preferred Stock on a common equivalent basis pursuant to such merger or acquisition.

Net Issue Exercise. (i) Notwithstanding any provisions provision herein to the contrary, if the fair market value of one share (or other unit) of the Company's Common Warrant Stock is greater than the Per Share Exercise Price (Price, at the date of calculation as set forth below), in lieu of exercising the Option for casha cash exercise of this Warrant in accordance with Section 2(a) hereof, the Optionee Holder may elect to receive shares securities equal to the value (as determined below) of the Option (this Warrant, or the portion thereof being canceled) exercised, by surrender of the Option this Warrant at the principal office executive offices of the Company Company, together with the properly properly-endorsed Notice of Exercise and Subscription Form and notice of such electionExercise, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Warrant Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Warrant Stock to be issued to the Optionee Holder. Y = the number of shares of Common Warrant Stock purchasable requested to be exercised under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) this Warrant. A = the fair market value of one share (or other unit) of the Company's Common Warrant Stock (at the date of such calculation) ). B = Per Share the Exercise Price (as adjusted to the date of such calculation). (ii) For purposes of this Section 2(b), the above calculation, fair market value of one share (or other unit) of Warrant Stock shall be determined in good faith by the Company's Board of Directors; provided, however, that where there exists a public market for shares of Common Stock will at the time of such exercise, the fair market value per share shall be the product of (A) the average of the closing bid and asked prices of the Company's Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on The Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, for the five trading days prior to the date of determination of fair market value, and (B) the number of shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by into which the shares each share of the Company trade or are quoted if, Warrant Stock is convertible at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedsuch exercise.

Net Issue Exercise. Notwithstanding any provisions herein of this Warrant to the contrary, if the fair market value of one share of the Company's Common Stock Exercise Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for this Warrant by payment of cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledcancelled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Exercise Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the that portion of the Option Warrant being canceled cancelled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Exercise Share (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's Stock will be ’s initial public offering, and (ii) the average number of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by into which the shares of the Company trade or are quoted if, each Exercise Share is convertible at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedsuch exercise.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash or cancellation of indebtedness, the Optionee Holder may elect to receive shares equal by the surrender of this Warrant, or a portion of this Warrant, to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option Company at the principal office of the Company together Company, with the properly endorsed Notice net issue exercise notice annexed hereto duly executed, to receive, without the payment by the Holder of Exercise and Subscription Form and notice of any additional consideration, such election, in which event the Company will issue to the Optionee a number of shares of Common Stock fully paid and nonassessable Warrant Shares as is computed using the following formula: X = Y (AY(A-B) ------- A Where where: X = the number of shares of Common Stock Warrant Shares to be issued to the Optionee Holder pursuant to this Section 4. Y = the number of shares of Common Stock purchasable under the Option covered by this Warrant or, if only a portion of the Option Warrant is being exercised, the portion number of shares of Stock for which the Option Warrant is then being canceled exercised pursuant to the net issue exercise election made pursuant to this Section 4 (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) ). B = Per Share the Exercise Price (as adjusted in effect under this Warrant at the time the net issue exercise election is made pursuant to this Section 4. For the date of such calculation) For purposes of this Section 4, the above calculation, fair market value of one share of Stock as of a particular date (the "Determination Date") shall be determined by the Company's Board of Directors in good faith; provided, however, that (i) if, as of the Determination Date, there has been a public market for the Stock will for at least 11 trading days, the fair market value per share shall be the average of the closing prices (or bid prices if there are no such closing prices) of the Company's shares of Common Stock as quoted in the over-the-counter market summary or the closing price quoted on the OTC Bulletin Board Nasdaq National Market or on the primary national securities exchange on which the Stock is then listed, whichever is applicable, as published in the New York City Edition of the Wall Street Journal (or, if not so reported, as otherwise reported by the Nasdaq National Market) for the 10 trading days prior to the Determination Date; and (ii) if the Determination Date is the date on which the Stock is first sold by the Company in a firm commitment public offering under the Securities Act of 1933, as amended (the "OTCBBAct") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), or if there has been a public market for the five Stock for fewer than 11 trading days, the fair market value shall be the initial public offering price (5) consecutive trading days immediately preceding the date of the date the completedbefore deducting commissions, executed Notice of Exercise and Subscription Form is receiveddiscounts or expenses).

Net Issue Exercise. Notwithstanding any provisions herein (a) In lieu of making payment as provided in Section 1.2 hereof upon exercise, the Holder may elect, in its sole discretion, to receive shares of Common Stock equal to the contraryvalue of Warrants then being exercised by surrender of this Warrant Agreement to the Company, if together with the Notice of Exercise and notice of the net issue election, and the Company shall issue to the Holder the number of Shares computed using the following formula: X = Y(A-B) / A Where: X= the number of Shares to be issued to the Holder. Y= the number of Shares sought to be purchased upon exercise of the Warrants. A= the fair market value of one share of Common Stock. B= the Company's Common Stock is greater than the Per Share Exercise Price (at for the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Shares to be issued to purchased. (b) For the Optionee Y = the number purpose of shares of Common Stock purchasable under the Option orthis Section, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one the Shares shall mean with respect to each share of Common Stock: (i) If the Company's Common Stock (at Shares are listed on any national securities exchange or quoted on the date of such calculation) B = Per Share Exercise Price (as adjusted to Nasdaq National Market, Nasdaq Small Cap Market or the date of such calculation) For purposes of the above calculationOTC Bulletin Board, fair market value of one share of the Company's Stock will be the average of the closing prices of the Shares, sold on the primary securities exchange or market on which the Shares are at the time listed or traded, on the ten (10) trading days immediately prior to the day the Notice of Exercise is received by the Company's shares of Common Stock as ; (ii) If the Shares are not quoted on any national securities exchange or quoted on the Nasdaq National Market, Nasdaq Small Cap Market or the OTC Bulletin Board (Board, the "OTCBB") (or average of the mean between the highest bid and lowest asked price on such other United States stock exchange a day in the domestic over-the-counter market as reported by the National Quotation Bureau or any similar successor organization, on the thirty (30) calendar days immediately prior to the day the Notice of Exercise is received by the Company; (iii) If there is no public trading market or quotation medium on or for the Shares, the price determined by which the shares Board of Directors of the Company trade acting in good faith; or (iv) If there is a consolidation, merger or are quoted ifsale of assets by the Company pursuant to Section 3.4 hereof, at then the time greater of: (a) clauses (i), (ii) or (iii) above, or (b) the value of the electionShares upon such consolidation, they are not trading merger or being quoted on sale of assets by the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedCompany.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect a "Net Issue Exercise" pursuant to which it will receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculationexercise) A = the fair market value of one share of the Company's Common Stock (at the date of such calculationexercise) B = Per Share Exercise Price (as adjusted to the date of such calculation) exercise). For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by the Company's Stock will Board of Directors in good faith; provided, however, that where there is a public market for the Company's Common Stock, the fair market value per share shall be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") Nasdaq National Market (or similar system) or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), for over the five (5) consecutive trading days day period ending on the trading day immediately preceding the date of day the date the completed, executed Notice of Exercise and Subscription Form Warrant is receivedbeing exercised.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in i) In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 1(a), the Optionee Registered Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee holder a number of shares of Common Stock computed using the following formula: X = Y (A-A - B) ------- --------- A Where X = the The number of shares of Common Stock to be issued to the Optionee Registered Holder. Y = the The number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled this Warrant (at the date of such calculation) ). A = the The fair market value of one share of the Company's Common Stock (at the date of such calculation) ). B = Per Share Exercise The Purchase Price (as adjusted to the date of such calculation). (ii) For purposes of this Section 1(c), the above calculation, fair market value of one share of Common Stock on the date of calculation shall mean: (A) if the Company's Common Stock will is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the- counter: (1) if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the fair market value shall be deemed to be the average of the closing prices over the three (3) trading-day period ending the trading day before date of calculation; or (2) if the Company's Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales price (whichever is applicable) over the three (3) trading-day period ending the trading day before the date of calculation; or (B) if (A) is not applicable, the fair market value shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as quoted on determined in good faith by the OTC Bulletin Board (of Directors, unless the "OTCBB"Company is at such time subject to an acquisition as described in Section 6(b) (or on such other United States stock exchange or public trading below, in which case the fair market or quotation medium on or by which value per share of Common Stock shall be deemed to be the shares value of the Company trade or are quoted if, at consideration per share received by the time holders of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedsuch stock pursuant to such acquisition.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by the surrender of the Option this Warrant at the principal office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the records of the Company) together with the properly endorsed Notice of Exercise annexed hereto duly completed and Subscription Form executed on behalf of the Holder and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (AY(A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined as follows: (i) in the Company's event that the Common Stock will be is listed or admitted to trading on the NASDAQ Global Market or any other national securities exchange, the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or last reported sales price on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five ten (510) consecutive trading days immediately preceding prior to the date of determination of such fair market value; (ii) in the event such security is no longer listed or admitted to trading on any national securities exchange or traded on any national market system, the average of the reported closing bid and ask prices in the over-the-counter market on such date as shown by the completedNASD automated quotation system, executed Notice or if such securities are not then quoted on such system, as published by the Pink OTC Markets Inc. or any similar successor organization, and in either case as reported by any member firm of Exercise and Subscription Form is receivedany national securities exchange selected by the Company; or (iii) in the event clauses (i) or (ii) are not applicable, the fair market value as determined by the Company’s Board of Directors in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and with notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the Common Stock is traded on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the fair market value of one share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or, if not reported in The Wall Street Journal, then such other source as the Company's Board of Directors reasonably deems reliable. In the absence of such markets for Common Stock, the fair market value of one share of Common Stock will shall be the average of the closing prices of determined by the Company's shares Board of Common Stock as quoted on Directors and the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedHolder in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in i) In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 2(a), the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionelection on the purchase/exercise form appended hereto as Exhibit A duly executed by such Holder or such Holder’s duly authorized attorney, in which event the Company will shall issue to the Optionee such Holder a number of shares of Common Warrant Stock computed using the following formula: Where: X = Y (A-B) ------- A Where X = the The number of shares of Common Warrant Stock to be issued to the Optionee Holder. Y = the The number of shares of Common Warrant Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled this Warrant (at the date of such calculation) ). A = the The fair market value of one share of the Company's Common Warrant Stock (at the date of such calculation) ). B = Per Share Exercise The Purchase Price (as adjusted to the date of such calculation). (ii) For purposes of this Section 2(c), the above calculation, fair market value of one Warrant Stock on the date of calculation shall mean with respect to each share of Warrant Stock: (A) if the exercise is in connection with an initial public offering of the Company's Stock will ’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value shall be the average product of (x) the closing prices initial “Price to Public” per share specified in the final prospectus with respect to the offering and (y) the number of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by into which the shares each share of the Company trade or are quoted if, Warrant Stock is convertible at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of calculation; (B) if (A) is not applicable, the fair market value of Warrant Stock shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock sold by the completedCompany, executed Notice from authorized but unissued shares, as determined in good faith by the Board of Exercise and Subscription Form Directors, unless the Company is receivedat such time subject to an acquisition as described in Section 6 below, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in i) In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 1(a), the Optionee Registered Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionelection on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company will shall issue to the Optionee such Registered Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the The number of shares of Common Stock to be issued to the Optionee Registered Holder. Y = the The number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled this Warrant (at the date of such calculation) ). A = the The fair market value of one share of the Company's Common Stock (at the date of such calculation) ). B = Per Share The Exercise Price (as adjusted to the date of such calculation). (ii) For purposes of this Section 1(c), the above calculation, fair market value of one share of Common Stock on the date of calculation shall mean: (A) if the exercise is in connection with an initial public offering of the Company's ’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value of Common Stock will shall be the initial “Price to Public” per share specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company’s initial public offering, and if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: (1) if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the fair market value shall be deemed to be the average of the closing prices over a 30 day period ending three days before the date of calculation; or (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the Company's shares closing bid or sales price (whichever is applicable) over the 30 day period ending three days before the date of Common Stock as quoted calculation; or (C) if neither (A) nor (B) is applicable, the fair market value shall be at the highest price per share which the Company could obtain on the OTC Bulletin Board date of calculation from a willing buyer (the "OTCBB"not a current employee or director) (or on such other United States stock exchange or public trading market or quotation medium on or by which the for shares of the Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company trade or are quoted ifis at such time subject to a Significant Transaction as described in Section 6(b) below, at in which case the time fair market value per share of the election, they are not trading or being quoted on Common Stock shall be deemed to be the OTCBB), for the five (5) consecutive trading days immediately preceding the date value of the date consideration per share received by the completed, executed Notice holders of Exercise and Subscription Form is receivedsuch stock pursuant to such acquisition.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Shares is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Common Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one Common Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that (a) in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's Stock will be ’s initial public offering, and (ii) the average of the closing prices of the Company's shares number of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by Shares into which the shares of the Company trade or are quoted if, each Warrant Share is convertible at the time of such exercise; and (b) in the electionevent that this Warrant is exercised after the Company’s initial public offering of its Common Shares, they are not trading or being quoted on the OTCBB), for fair market value per share shall be the average closing price of the Company’s Common Shares over the five (5) consecutive trading days immediately preceding the date time of the date the completed, executed Notice of Exercise and Subscription Form is receivedexercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the The number of shares of Common Stock to be issued to the Optionee Holder Y = the number of shares of Common Stock purchasable under the Option this Warrant or, if only a portion of the Option this Warrant is being exercised, the portion of the Option this 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Common Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Common Stock will at the time of such exercise, the fair market value of one share of Common Stock shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as 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 OTC Bulletin Board (the "OTCBB") (Nasdaq Capital Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), as reported by Bloomberg L.P. for the five (5) consecutive trading days immediately preceding prior to the date of the date Company’s receipt of this Warrant and delivery of the completed, executed properly endorsed Notice of Exercise and Subscription Form is receivednotice of Holder’s election to exercise without cash.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in i) In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 1(a), the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Warrant Stock computed using the following formula: X = Y (A-A - B) ------- --------- A Where X = the The number of shares of Common Warrant Stock to be issued to the Optionee Holder pursuant to this net exercise. Y = the The number of shares of Common Warrant Stock purchasable under in respect of which the Option or, if only a portion of the Option net issue election is being exercised, the portion of the Option being canceled made (at the date of such calculation) ). A = the The fair market value of one share of the Company's Common Stock (at the date of such calculation) ). B = Per Share Exercise The Purchase Price (as adjusted to the date of such calculation). (ii) For purposes of the above calculationthis Section 1(c) and Section 12, fair market value "FAIR MARKET VALUE" of one a share of Common Stock as of a particular date (the Company's "DETERMINATION DATE") shall mean (A) if shares of Common Stock will be are traded on a national securities exchange (an "EXCHANGE"), the average of the closing prices price of a share of the Company's Common Stock of the Company on the last twenty (20) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal, or (B) if shares of Common Stock as are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the OTC Bulletin National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (I) the average of the last sales prices reported on NASDAQ or (II) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last twenty (20) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported in The Wall Street Journal; or (C) if the shares of Common Stock are neither traded on an Exchange or in the over-the-counter market, then as determined in good faith by the Board of Directors of the Company; provided, that, if the Warrant is being exercised upon the closing of the issuance and sale of shares of Common Stock of the Company in the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "OTCBBSecurities Act") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding value will be the date initial "Price to Public" of one share of Common Stock specified in the date the completed, executed Notice of Exercise and Subscription Form is receivedfinal prospectus with respect to such offering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if so long as and to the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below)extent that this Option may be exercised, in lieu of exercising the Option for cash, cash the Optionee may elect to receive shares of Stock equal to the value (as determined below) of the this Option (or the portion thereof being canceled) exercised). The Optionee may make the election described in this Section 4.4 by surrender of the surrendering this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and Agreement, delivering a notice of election under this provision and providing such electionother documents as are referenced in Section 4.2, following the procedures set forth in which such section. In such event the Company will shall issue to the Optionee (a) within thirty (30) days an amended or amended and restated Option Agreement substantially in the form hereof representing the number of Option Shares with respect to which this Option shall not then have been exercised and (b) a number of shares of Common Stock computed using the following formula: X = Y (A-B) = X = ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Holder Y = =the number of shares of Common Stock purchasable vested under the Option or, if only a portion of the Option is being exercised, the portion of the vested Option being canceled exercised (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 = Per Share =the Exercise Price (as adjusted to the date of such calculation) Price. For purposes of the above calculation, fair market value of one share of Stock shall be determined by the Board in good faith; provided, however, that where there exists a public market for the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of such exercise, fair market value shall mean the election, they are not average over the preceding ten trading days (or being quoted such fewer number of days as such public market has existed) of the mean of the closing bid and asked prices on the OTCBB)over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") system, for or if the five (5) consecutive Stock is then traded on a national securities exchange or the Nasdaq Stock Market, the average over the preceding ten trading days immediately preceding (or such fewer number of days as the date Stock has been so traded) of the date closing sale prices on the completed, executed Notice of Exercise and Subscription Form principal national securities exchange or the Nasdaq market on which it is receivedso traded.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in a. In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 3.2, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee such Holder a number of shares of Common Stock Warrant Shares computed using the following formula: X = Y (A-A - B) ------- A Where Where: X = the number of shares of Common Stock Warrant Shares to be issued to the Optionee Holder. Y = the number of shares of Common Stock Warrant Shares purchasable under the Option this Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) ). A = the fair market value of one share of the Company's Common Stock Warrant Share (at the date of such calculation) ). B = Per Share the Warrant Exercise Price (as adjusted to the date of such calculation) ). b. For purposes of this Section 3.4, the above calculation, fair market value of one share Warrant Share on the date of calculation shall mean with respect to each Warrant Share: (i) if the exercise is in connection with an initial public offering of the Company's Stock will ’s Common Stock, and if the Company’s registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value per share shall be the average product of (x) the closing prices initial “Price to Public” specified in the final prospectus with respect to the offering and (y) the number of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by into which the shares of the Company trade or are quoted if, each Warrant Share is convertible at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of calculation; or (ii) if Section 3.4b(i) above is not applicable, the date fair market value of a Warrant Share shall be as determined in good faith by the completedCompany’s Board of Directors, executed Notice unless the Company is at such time subject to an acquisition, in which case the fair market value of Exercise and Subscription Form is receiveda Warrant Share shall be deemed to be the value received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. (a) SECTION 3.2(b) shall not apply and shall have no force or effect if, in accordance with the terms of the Purchase Agreement, the Shares issuable upon exercise of this Warrant have been registered for resale under the Securities Act of 1933, as amended, on a registration statement on Form SB-2, or another appropriate form. (b) Notwithstanding any provisions herein to the contrarycontrary (other than SECTION 3.2(a)), if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Warrantholder may elect to receive shares of Common Stock equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Warrantholder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Optionee Warrantholder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the volume weighted average price of the closing prices of the Company's shares of Common Stock as quoted from the hours of 9:30 a.m. to 4:00 p.m. on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or as reported by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), Bloomberg Financial for the five (5) consecutive trading days immediately preceding the date of exercise for which there are reported transactions in the date the completed, executed Notice of Exercise and Subscription Form is receivedCommon Stock.

Net Issue Exercise. (a) Section 1.2(b) shall not apply and shall have no force or effect if, in accordance with the terms of the Purchase Agreement, the shares of Common Stock issuable upon exercise of this Warrant have been registered for resale under the Securities Act of 1933, as amended, on a registration statement on Form S-3, or another appropriate form. (b) Notwithstanding any provisions herein to the contrarycontrary (other than Section 1.2(a)), if the fair market value of one share of the Company's ’s Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculation) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the volume weighted average of the closing prices price of the Company's shares of ’s Common Stock as quoted from the hours of 9:30 a.m. to 4:00 p.m. on the OTC Bulletin Board (NASDAQ as reported by Bloomberg Financial using the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), AQR function for the five (5) consecutive trading days immediately preceding the date of exercise for which there are reported transactions in the date the completed, executed Notice of Exercise and Subscription Form is receivedCommon Stock.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Buletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.the

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the a properly endorsed Notice notice of Exercise and Subscription Form exercise and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Class B Common Stock computed using the following formula: Y (A - B) X = Y (A-B) ------- --------- A Where X = the number of shares of Class B Common Stock to be issued to the Optionee Holder, Y = the number of shares of Class B Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercisedexercised , the portion of the Option Warrant being canceled (at the date of such calculation) ), A = the fair market value of one share of the Company's Class A Common Stock (at the date of such calculation) ), and B = Per Share the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Class A Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Company's Class A Common Stock will at the time of such exercise, fair market value shall mean the average over the preceding twenty (20) trading days (or such fewer number of days as such public market has existed) of the mean of the high closing bid and asked prices on the over-the-counter market as reported by Nasdaq, or if then traded on a national securities exchange or the Nasdaq National Market, the average over the preceding twenty (20) trading days (or such fewer number of days as the Class A Common Stock has been so traded) of the mean of the high and low prices on the principal national securities exchange or the National Market on which it is so traded. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the average of per share offering price to the closing prices public of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or initial public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedoffering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Share is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Common Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one Common Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that if (a) this Warrant is exercised pursuant to this Section 2.2 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 of the Company's Stock will ’s initial public offering; and (b) this Warrant is exercised after the Company’s initial public offering of its Common Shares, the fair market value per share shall be the average of the closing prices price of the Company's shares of ’s Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for Shares over the five (5) consecutive trading days immediately preceding the date time of the date the completed, executed Notice of Exercise and Subscription Form is receivedexercise.

Net Issue Exercise. Notwithstanding any provisions herein anything otherwise to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising payment by the Option Holder of cash for cashthe shares of Common Stock to be purchased upon an exercise of this Warrant, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionelection to the Company and satisfaction only of the conditions set forth in Sections 1.1(a) and 1.1(b) hereof, in which event the Company will issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the average of the bid and ask (or, if not available, the closing prices price) of the Company's Common Stock on the Nasdaq National Market or such other domestic market or exchange on which the shares of Common Stock as quoted are traded on the OTC Bulletin Board (day prior to the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which exercise of this Warrant, as reported in the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedWall Street Journal.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the Company's Common Stock is then traded on a securities exchange or through the Nasdaq National Market, the fair market value of one share of the Company's Common Stock will shall be deemed to be the average of the closing sales prices of the Company's shares for one share of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five ten (510) consecutive trading days immediately preceding the date of exercise, and otherwise the date fair market value of one share of Common Stock shall be determined by the completed, executed Notice Company's Board of Exercise and Subscription Form is receivedDirectors in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's ’s Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect a “Net Issue Exercise” pursuant to which it will receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledexercised) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (at the date of such calculationexercise) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculationexercise) B = Per Share Exercise Price (as adjusted to the date of such calculation) exercise). For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by the Company's Stock will ’s Board of Directors in good faith; provided, however, that where there is a public market for the Company’s Common Stock, the fair market value per share shall be the average of the closing prices of the Company's shares of ’s Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") Nasdaq National Market (or similar system) or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), for over the five (5) consecutive trading days day period ending on the trading day immediately preceding the date of day the date the completed, executed Notice of Exercise and Subscription Form Warrant is receivedbeing exercised.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option this Warrant or, if only a portion of the Option this Warrant is being exercised, the portion of the Option this 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will be the average of the closing bid prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board New York Stock Exchange (the "OTCBBNYSE") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBBNYSE), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received, or (ii) in the absence of an established market or public marketability for the Stock due to trading restrictions, the fair market value shall be determined in good faith by the Administrator and such determination shall be conclusive and binding on all persons.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 1.2, the Optionee Warrant Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceledconverted) by surrender of the Option this Warrant, in whole or in part, at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionexercise attached hereto as Exhibit A, in which event the Company will shall issue to the Optionee a Warrant Holder the number of shares of Common Stock Shares computed using the following formula: formula (a "Net Issue Exercise"): X = Y (A-Y(A - B) ------- A Where Where: X = the The number of shares of Common Stock Shares to be issued to the Optionee Warrant Holder. Y = the The number of shares of Common Stock Shares purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled this Warrant (at the date of such calculation) that are being converted, in whole or in part, hereunder. A = the fair market value The Fair Market Value of one share of the Company's Common Stock Share (at the date of such calculation) ). B = Per Share The Exercise Price (as adjusted to the date of such calculation) ). For purposes of this Section 1.3, if any Shares of the above calculationWarrant Holder or any other shareholder of the Company are registered or publicly traded, fair market value then the Fair Market Value of one share of the Company's Stock will be Share shall mean the average of the closing bid and asked prices of the Company's shares of Common Stock as quoted in the over the counter market summary or the closing price quoted by the Nasdaq National Market or any exchange on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding business day prior to the date of determination of fair market value. If the date Shares are not traded on the completedNasdaq National Market or on an exchange, executed Notice the Fair Market Value of Exercise and Subscription Form is receivedone Share shall be determined in good faith by the Company's Board of Directors.

Net Issue Exercise. Notwithstanding any provisions herein (a) In lieu of exercising this Warrant, the Holder may elect to receive Shares equal to the contraryvalue of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to Holder a number of shares of the Company's Common Stock computed using the following formula: X= Y(A-B) ------ A Where X = the number of Shares to be issued to Holder. Y = the number of Shares purchasable under this Warrant, or if the entire Warrant is not being exercised on a net issue basis, the number of Shares the holder is electing to apply towards the net issue exercise right set forth in this Section 3.2. A = the fair market value of one Share. B = the Warrant Price (as adjusted to the date of such calculations). (b) For purposes of this Section, fair market value of one share of the Company's Common Stock is greater than shall be based on the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) average of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise closing per share bid and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation) A = the fair market value of one share asked prices of the Company's Common Stock (at quoted in the date of such calculation) B = Per Share Exercise Price (Over-The- Counter Market Summary or the closing price quoted on Nasdaq or any exchange on which the Common Stock is listed, whichever is applicable, as adjusted published in the Wall Street Journal for the ten trading days prior to the date of such calculation) For purposes determination ------------------- of fair market value. If the above calculationCommon Stock is not traded Over-The-Counter or on Nasdaq or an exchange, the fair market value of one share of the Company's Common Stock will shall be the average price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be agreed by the Company and the Holder, and if they fail to agree within 15 days after the exercise of this Warrant, then at a price equal to the closing prices of price used in the Company's shares most recent sale of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedto an unaffiliated third party.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's ’s Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option orWarrant& #160;or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock ’s Common&#1 60;Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined by the Company's Stock will ’s Board of Directors in good faith; provided, however, that where there is a public market for the Company’s Common Stock, the fair market value per share shall be the average of the closing prices of the Company's shares of ’s Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") Nasdaq National Market (or similar system) or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted ifCommon Stock is listed, at the time of the electionwhichever is applicable, they are not trading or being quoted on the OTCBB), for over the five (5) consecutive trading days immediately preceding day period ending one (1) day before the date of day the date the completed, executed Notice of Exercise and Subscription Form current fair market value is receivedbeing determined.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Purchase Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: Y (A - B) X = Y (A-B) ------- ----------- A Where X = the number of shares of Common Stock to be issued to the Optionee holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value (the "Fair Market Value") of one share of Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that where there exists a public market for the Company's Common Stock will at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Company's shares of Common Stock as 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 OTC Bulletin Board (the "OTCBB") (Nasdaq National Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of determination of fair market value. Notwithstanding the date foregoing, in the completedevent the Warrant is exercised in connection with the Company's initial public offering of the Common Stock, executed Notice the fair market value per share shall be the per share offering price to the public of Exercise and Subscription Form is receivedthe Company's initial public offering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if so long as and to the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below)extent that this Option may be exercised, in lieu of exercising the Option for cash, cash the Optionee may elect to receive shares of Stock equal to the value (as determined below) of the this Option (or the portion thereof being canceled) exercised). The Optionee may make the election described in this Section 4.4 by surrender of the surrendering this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and Agreement, delivering a notice of election under this provision and providing such electionother documents as are referenced in Section 4.2, following the procedures set forth in which such section. In such event the Company will shall issue to the Optionee (a) within thirty (30) days an amended or amended and restated Option Agreement substantially in the form hereof representing the number of Option Shares with respect to which this Option shall not then have been exercised and (b) a number of shares of Common Stock computed using the following formula: X = Y (A-B) X = ------- A A Where X = the number of shares of Common Stock to be issued isued to the Optionee Holder, Y = the number of shares of Common Stock purchasable vested under the Option or, if only a portion of the Option is being exercised, the portion of the vested Option being canceled exercised (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 = Per Share the Exercise Price (as adjusted to the date of such calculation) Price. For purposes of the above calculation, fair market value of one share of Stock shall be determined by the Board in good faith; provided, however, that where there exists a public market for the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of such exercise, fair market value shall mean the election, they are not average over the preceding ten trading days (or being quoted such fewer number of days as such public market has existed) of the mean of the closing bid and asked prices on the OTCBB)over-the-counter market as reported by the National Association of Securities Dealers Automated Quotation ("Nasdaq") system, for or if the five (5) consecutive Stock is then traded on a national securities exchange or the Nasdaq Stock Market, the average over the preceding ten trading days immediately preceding (or such fewer number of days as the date Stock has been so traded) of the date closing sale prices on the completed, executed Notice of Exercise and Subscription Form principal national securities exchange or the Nasdaq market on which it is receivedso traded.

Net Issue Exercise. Notwithstanding any provisions herein In lieu of exercising the Warrant for cash, the Holder may elect to exchange the contrary, if the fair market value Warrant for a number of one share shares of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the having an aggregate value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at on the date of such calculationexchange equal to the differential value between the (i. the "aggregate fair market value" of the Warrant Shares to be exchanged under this election; and (i.i. the total exercise amount the Holder would have paid to the company to purchase the Warrant Shares if the Warrant was exercised. Under this election, the Holder may exchange the Warrant, in whole or in part, at any time or from time to time on or prior to the Warrant's expiration date with the same aforementioned net issue provisions applying. The "aggregate fair market value" as referenced in item "i." above, shall mean the average value of a "Share" on the ten (10) A = trading days immediately preceding the date notice of exercise is given, as is determined as follows: (a. if the shares are not listed on any national securities exchange or on a governmentally-regulated electronic quotation system, then the last sales price (or if none on any such dates, on the most recent ten trading days on which there was a last sales price) as reported by any maker, if any, of a market in the Shares or other similar source or service selected by the Company to facilitate a competitive market for their stock and trading in such market; (b. if the Shares trade on such a date on one or more national securities exchanges or quotations systems or quotation publications, the last reported sale price of a Share on such dates as recorded on the composite tape system or, if such system does not cover the Shares, the last reported sale price of a share on such date on the principal national securities exchange on which the Shares are listed or, if no sale of Shares took place on any such dates, then the last reported sale price of a Share on the most recent ten days on which a sale of a Share took place as recorded by such exchange, quotation system, or quotation publication, as the case may be; or (c. if the average sales prices of the Shares cannot be determined in accordance with (a) or (b) above, then the fair market value of one a Share mutually agreed by the Holder and the Company. A "Share" or "the Shares" as referenced in Section 1.2 above, is defined as a share or shares of the Company's Common Stock that trade publicly on a national securities exchange and are quoted on a governmentally-regulated electronic quotation system, such as the National Association of Securities Dealers Automated Quotation System (at Nasdaq), where bid and offer, open and close quotes are exhibited to the public during operating hours of the subject exchange. As of the date of such calculation) B = Per Share Exercise Price (as adjusted to this Warrant, the date of such calculation) For purposes of the above calculation, fair market value of one share "Shares" of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as are quoted and trade on the OTC Bulletin Board (Nasdaq National Market System under the symbol "OTCBBAMLJ.") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below)Price, in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where Where: X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share Share shall be determined in good faith by the Board of Directors of the Company's ; provided, however, that where there exists a public market for the Shares (or the Common Stock will of the Company, par value $.001 (the “Common Stock”), underlying the Shares) at the time of such exercise, the fair market value per Share shall be the average of the closing bid and asked prices of the Company's shares of Shares (or the Common Stock as underlying the Shares) quoted in the Over-the-Counter Market Summary or the last reported sale price of the Shares (or the Common Stock underlying the Shares) or the closing price quoted on the OTC Bulletin Board (American Stock Exchange or on any exchange or market on which the "OTCBB") Shares (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares Common Stock underlying the Shares) are listed, whichever is applicable, as published in the Eastern Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five three (53) consecutive trading days immediately preceding prior to the date of determination of fair market value on which at least 10,000 Shares (or the date Common Stock underlying the completed, executed Notice Shares) were traded. Calculation of Exercise and Subscription Form is receivedthe fair market value of a Share based upon the Common Stock underlying one Share shall take into account the conversion ratio of the Shares. The Company shall promptly respond in writing to an inquiry by the Holder as to the fair market value of one Share at any particular time.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option 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) B = Per Share Exercise Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be (i) the average of the closing selling prices of the Common Stock on the stock exchange determined by the Company's shares board of directors to be the primary market for the Common Stock as quoted over the ten (10) trading day period (or such shorter period immediately following the closing of an initial public offering) ending on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of prior to the date the completedHolder exercises its rights under this Section 1.2, executed Notice as such prices are officially quoted in the composite tape of Exercise and Subscription Form the transactions on such exchange, or if the foregoing does not apply, (ii) if the Common Stock is received.traded over-the-counter, the average of the closing bid prices (or, if such information is available, the closing selling prices) of the Common Stock over the ten (10) trading day period (or such shorter period immediately following the closing of an initial public offering) ending on the date prior to

Net Issue Exercise. Notwithstanding any provisions herein to In lieu of paying the contrary, if aggregate purchase price for the fair market value of Shares by one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below)payment methods specified in Section 1, in lieu of exercising the Option for cash, the Optionee Holder may elect to receive shares Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof hereof being canceledexercised and cancelled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: formula (provided that the fair market value of the Shares is greater than the Warrant Price): Y (A - B) X = Y (A-B) ------- ---------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder upon exercise Y = the aggregate number of shares of Common Stock purchasable under the Option or, if only a portion of the Option Shares with respect to which Holder is exercising this Warrant and that are being exercised, the portion of the Option being canceled cancelled in connection with such exercise (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise the Warrant Price (as adjusted to the date of such calculation) For purposes of the above calculation, the fair market value shall mean with respect to each Share: (a) If the Shares issuable upon exercise of one share this Warrant are common stock of the Company's Stock will , the fair market value shall be equal to the average of the closing bid and asked prices of the Company's shares of Common Stock as common stock quoted in the over-the-counter market summary or the closing price quoted on any exchange on which the OTC Bulletin Board common stock is listed, whichever is applicable, as published in the Midwest Edition of the Wall Street Journal for the ten (10) trading days immediately prior to but not including the "OTCBB") (date of determination of the fair market value; or if the Company's common stock is not traded over-the-counter or on such other United States an exchange, the fair market value of the Shares shall be determined in good faith by the Company's Board of Directors. (b) If the Shares issuable upon exercise of this Warrant are capital stock exchange of the Company convertible into or public trading exchangeable for the Company's common stock, then the fair market or quotation medium on or by which value with respect to each Share will be the product of (x) the number of whole shares of the Company trade or are quoted if, Company's common stock into which each Share is convertible at the time of exercise and (y) the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date fair market value of the date the completed, executed Notice of Exercise and Subscription Form is receivedCompany's common stock.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the this Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the this Option (or the portion thereof being canceled) by surrender of the this Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the this Option or, if only a portion of the this Option is being exercised, the portion of the this Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board New York Stock Exchange (the "OTCBBNYSE") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBBNYSE), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option for cash, the Optionee may elect to receive shares equal to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will issue to the Optionee 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 Optionee Y = the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option 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) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Stock will be the average of the closing prices of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "''OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) } consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is received.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Series D Preferred Stock is greater than the Per Share Exercise Price (at the date of calculation, the calculation as being set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Series D Preferred Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Series D Preferred Stock to be issued to the Optionee Holder Y = the number of shares of Common Series D Preferred Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled cancelled (at the date of such calculation) A = the fair market value of one share of the Company's Common ’s Series D Preferred Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Series D Preferred Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock will at the time of such exercise, the fair market value per share shall be the product of (i) the average of the closing bid and asked prices of the Company's shares of Common Stock as 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 OTC Bulletin Board (the "OTCBB") (Nasdaq National Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of determination of fair market value and (ii) the date number of shares of Common Stock into which each share of Series D Preferred Stock is convertible at the completedtime of such exercise. Notwithstanding the foregoing, executed Notice in the event the Warrant is exercised in connection with the Company’s initial public offering of Exercise Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and Subscription Form (ii) the number of shares of Common Stock into which each share of Series D Preferred Stock is receivedconvertible at the time of such exercise.

Net Issue Exercise. Notwithstanding any provisions provision herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cashcash or cancellation of indebtedness, the Optionee Holder may elect to receive shares equal by the surrender of this Warrant, or a portion of this Warrant, to the value (as determined below) of the Option (or the portion thereof being canceled) by surrender of the Option Company at the principal office of the Company together Company, with the properly endorsed Notice net issue exercise notice annexed hereto duly executed, to receive, without the payment by the Holder of Exercise and Subscription Form and notice of any additional consideration, such election, in which event the Company will issue to the Optionee a number of shares of Common Stock fully paid and nonassessable Warrant Shares as is computed using the following formula: X = Y (AY(A-B) ------- ------ A Where where: X = the number of shares of Common Stock Warrant Shares to be issued to the Optionee Holder pursuant to this Section 3. Y = the number of shares of Common Stock purchasable under the Option covered by this Warrant or, if only a portion of the Option Warrant is being exercised, the portion number of shares of Stock for which the Option Warrant is then being canceled exercised pursuant to the net issue exercise election made pursuant to this Section 3 (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) ). B = Per Share the Exercise Price (as adjusted in effect under this Warrant at the time the net issue exercise election is made pursuant to this Section 3. For the date of such calculation) For purposes of this Section 3, the above calculation, fair market value of one share of Stock as of a particular date (the "Determination Date") shall be determined by the Company's Board of Directors in good faith; provided, however, that (i) if, as of the Determination Date, there has been a public market for the Stock will for at least 11 trading days, the fair market value per share shall be the average of the closing prices (or bid prices if there are no such closing prices) of the Company's shares of Common Stock as quoted in the over-the-counter market summary or the closing price quoted on the OTC Bulletin Board Nasdaq National Market or on the primary national securities exchange on which the Stock is then listed, whichever is applicable, as published in the New York City Edition of the Wall Street Journal (or, if not so reported, as otherwise reported by the Nasdaq National Market) for the 10 trading days prior to the Determination Date; and (ii) if the Determination Date is the date on which the Stock is first sold by the Company in a firm commitment public offering under the Securities Act of 1933, as amended (the "OTCBBAct") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), or if there has been a public market for the five Stock for fewer than 11 trading days, the fair market value shall be the initial public offering price (5) consecutive trading days immediately preceding the date of the date the completedbefore deducting commissions, executed Notice of Exercise and Subscription Form is receiveddiscounts or expenses).

Net Issue Exercise. Notwithstanding So long as the shares of Common Stock issuable upon exercise of the Warrant are not registered pursuant to an effective registration statement on Form S-3 or its equivalent, and notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's ’s Common Stock (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of Common Stock shall be determined by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock will at the time of such exercise, the fair market value per share shall be the product of (i) the average of the closing bid and asked prices of the Company's shares of Common Stock as 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 OTC Bulletin Board (the "OTCBB") (Nasdaq National Market or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Western Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five (5) consecutive trading days immediately preceding prior to the date of determination of fair market value and (ii) the date number of shares of Common Stock into which each share of Common Stock is convertible at the completedtime of such exercise. Notwithstanding the foregoing, executed Notice in the event the Warrant is exercised in connection with the Company’s initial public offering of Exercise Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and Subscription Form (ii) the number of shares of Common Stock into which each share of Common Stock is receivedconvertible at the time of such exercise. The “cashless” exercise right of Holder set forth in this Section 3(c) shall terminate upon the Effectiveness Date, as that term is defined in that certain Stock Purchase Agreement (“Stock Purchase Agreement”) of even date, by and between the Company and Holder or its assignor, as the case may be.

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly a property endorsed Notice notice of Exercise and Subscription Form exercise and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Class A Common Stock computed using the following formula: X = Y (AY(A-B) ------- ------ X = A Where X = the number of shares of Class A Common Stock to be issued to the Optionee Holder, Y = the number of shares of Class A Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) ), A = the fair market value of one share of the Company's Class A Common Stock (at the date of such calculation) ), and B = Per Share the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculation, fair market value of one share of Class A Common Stock shall be determined by the Company's Board of Directors in good faith; provided, however. that where there exists a public market for the Company's Class A Common Stock will at the time of such exercise, fair market value shall mean the average over the preceding twenty (20) trading days (or such fewer number of days as such public market has existed) of the mean of the high closing bid and asked prices on the over-the-counter market as reported by Nasdaq, or if then traded on a national securities exchange or the Nasdaq National Market, the average over the preceding twenty (20) trading days (or such fewer number of days as the Class A Common Stock has been so traded) of the mean of the high and low prices on the principal national securities exchange or the National Market on which it is so traded. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the average of per share offering price to the closing prices public of the Company's shares of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or initial public trading market or quotation medium on or by which the shares of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), for the five (5) consecutive trading days immediately preceding the date of the date the completed, executed Notice of Exercise and Subscription Form is receivedoffering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder 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 Optionee Holder Y = the number of shares of Common Stock purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled exercised (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) B = Per Share Exercise the Stock Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share of the Company's Common Stock will shall be the average of equal to the closing prices of sales price for the Company's shares of Common Stock as quoted on the OTC Bulletin Board (NASDAQ or any successor thereto or the "OTCBB") (or primary exchange on such other United States stock exchange or public trading market or quotation medium on or by which the shares of Common Stock is then quoted, or, if the Company trade or are quoted if, at the time of the election, they are Common Stock is not trading or being then quoted on any automated quotation system or exchange, the OTCBB), for price determined by the five (5) consecutive trading days immediately preceding the date Company's Board of the date the completed, executed Notice of Exercise and Subscription Form is receivedDirectors in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Shares is greater than the Per Share Exercise Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Common Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice Form of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Purchase Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one Common Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that (a) in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's Stock will be ’s initial public offering, and (ii) the average of the closing prices of the Company's shares number of Common Stock as quoted on the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by Shares into which the shares of the Company trade or are quoted if, each Warrant Share is convertible at the time of such exercise; and (b) in the electionevent that this Warrant is exercised after the Company’s initial public offering of its Common Shares, they are not trading or being quoted on the OTCBB), for fair market value per share shall be the average closing price of the Company’s Common Shares over the five (5) consecutive trading days immediately preceding the date time of the date the completed, executed Notice of Exercise and Subscription Form is receivedexercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in i) In lieu of exercising this Warrant in the Option for cashmanner provided above in Section 2(a), the Optionee Holder may elect to receive shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such electionelection on the purchase/exercise form appended hereto as Exhibit A duly executed by the Holder or the Holder’s duly authorized attorney, in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the The number of shares of Common Stock to be issued to the Optionee Holder. Y = the The number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled this Warrant (at the date of such calculation) ). A = the The fair market value of one share of the Company's Common Stock (at the date of such calculation) ). B = Per Share Exercise The Warrant Price (as adjusted to the date of such calculation). (ii) For purposes of this Section 2(c), the above calculation, fair market value of one Common Stock on the date of calculation shall mean with respect to each share of Warrant Stock: (A) if the exercise is in connection with an initial public offering of the Company's ’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value shall be the initial “Price to Public” per share specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company’s initial public offering, and if the Company’s Common Stock will is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: (1) if the Company’s Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the fair market value shall be deemed to be the average of the closing prices over a thirty (30) day period ending three days before date of calculation; or (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the Company's closing bid or sales price (whichever is applicable) over the thirty (30) day period ending three days before the date of calculation; or (C) if neither (A) nor (B) is applicable, the fair market value of Common Stock shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as quoted on reasonably determined in good faith by the OTC Bulletin Board (the "OTCBB") (or on such other United States stock exchange or public trading market or quotation medium on or by which the shares of Directors, unless the Company trade or are quoted ifis at such time subject to a Change of Control, at in which case the time fair market value of Common Stock shall be deemed to be the election, they are not trading or being quoted on value received by the OTCBB), for the five (5) consecutive trading days immediately preceding the date holders of the date the completed, executed Notice such stock pursuant to such Change of Exercise and Subscription Form is receivedControl.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below)Price, in lieu of exercising the Option this Warrant for cash, the Optionee Holder may elect to receive shares Shares equal to the value (as determined below) of the Option this Warrant (or the portion thereof being canceled) by surrender of the Option this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and Subscription Form and notice of such election, election in which event the Company will shall issue to the Optionee Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) ------- A Where Where: X = the number of shares of Common Stock Shares to be issued to the Optionee Holder Y = the number of shares of Common Stock Shares purchasable under the Option Warrant or, if only a portion of the Option Warrant is being exercised, the portion of the Option Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company's Common Stock Share (at the date of such calculation) B = Per Share Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, fair market value of one share Share shall be determined in good faith by the Board of Directors of the Company's Stock will ; provided, however, that where there exists a public market for the Shares at the time of such exercise, the fair market value per Share shall be the average of the closing bid and asked prices of the Company's shares Shares quoted in the Over-the-Counter Market Summary or the last reported sale price of the Common Stock as or the closing price quoted on the OTC Bulletin Board (the "OTCBB") (American Stock Exchange or on such other United States stock any exchange or public trading market or quotation medium on or by which the shares Common Stock is listed, whichever is applicable, as published in the Eastern Edition of the Company trade or are quoted if, at the time of the election, they are not trading or being quoted on the OTCBB), The Wall Street Journal for the five three (53) consecutive trading days immediately preceding prior to the date of determination of fair market value on which at least 10,000 Shares were traded. The Company shall promptly respond in writing to an inquiry by the date Holder as to the completed, executed Notice fair market value of Exercise and Subscription Form is receivedone Share at any particular time.