Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. In lieu of the payment methods set forth in Section 4 above, immediately prior to, or at any time after, the closing of an Initial Public Offering, the Holder may elect to exchange all or a portion of this Warrant for Shares equal to the value of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 5, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all of the Warrant, and the Company shall issue to the Holder the number of Shares computed using the following formula: Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation). A = the Fair Market Value of one Share. B = the Purchase Price (as adjusted to the date of such calculation). All references herein to an "exercise" of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not be effective.

Net Issue Exercise. In 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 Exercise Price (at the date of calculation as set forth below), in lieu of exercising the payment methods set forth in Section 4 above, immediately prior to, or at any time afterWarrants for cash, the closing of an Initial Public Offering, the Warrant Holder may elect to exchange all or a portion receive shares of this Warrant for Shares Common Stock equal to the value (as determined below) of the amount Warrants (or portion thereof being exercised) by surrender of the Participation Warrant being exchanged on Agreement at the date principal office of exchange. If the Holder elects to exchange this Warrant as provided in this Section 5, the Holder shall tender to the Company together with the Warrant for the amount being exchanged, with written notice duly executed Notice of the Holder's election to exchange some or all of the Warrant, and Exercise in which event the Company shall issue to the Warrant Holder the a number of Shares shares of Common Stock computed using the following formula: Where X = X=Y(A-B)/ A WHERE X= the number of Shares shares of Common Stock to be issued to the Warrant Holder. Y = ; Y= the number of Shares shares of the Common Stock purchasable under the amount Warrants or, if only a portion of the Warrant Warrants is being exchanged exercised, the portion of the Warrants being exercised; A= the fair market value of one share of the Company's Common Stock (as adjusted to at the date of such calculation); and B= Exercise Price (at the date of such calculation). A = For purposes of this Section 5(b), the Fair Market Value calculations contemplated by this Section 5(b) shall be made as of one Share. B = the Purchase Price (as adjusted to close of business on the trading day immediately preceding the date of such calculation). All references herein to an "exercise" the delivery of this Warrant Agreement and the related Notice of Exercise and the fair market value of one share of the Warrant Common Stock shall include an exchange pursuant be equal to this Section 5. Upon receipt 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 written notice of New York Stock Exchange member. The Company shall deliver, or cause to be delivered, the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission issuable upon a net issue exercise pursuant this Section 5(b) within two business days of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision surrender of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities Agreement and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not be effectiverelated Exercise Notice.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2.1, this Warrant may be exercised by the payment methods set forth in Section 4 aboveWarrantholder by the surrender of this Warrant to the Company, immediately prior towith a duly executed Exercise Form marked to reflect Net Issue Exercise and specifying the number of Warrant Shares to be purchased, or at during normal business hours on any time afterbusiness day during the exercise period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the closing Warrantholder shall be entitled to receive shares equal to the value of an Initial Public Offeringthis Warrant (or the portion thereof being cancelled) by surrender of this Warrant to the Company together with notice of such election, in which event the Holder may elect Company shall issue to exchange all or Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the company using the following formula: X = Y(A-B) ---------- A Where: X = the number of shares of Common Stock to be issued to Warrantholder under this Section 2.2; Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such calculation) or, if only a portion of this Warrant for Shares equal to the value of the amount of the Warrant is being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 5exercised, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all of the Warrant, and the Company shall issue to the Holder the number of Warrant Shares computed using the following formula: Where X being exercised; A = the number Current Market Price of Shares to be issued to the Holder. Y = the number of Shares purchasable under the amount one share of the Warrant being exchanged Company's Common Stock (as adjusted to at the date of such calculation). A = the Fair Market Value of one Share. ; and B = the Purchase Exercise Price (as adjusted to the date of such calculation). All references herein to an "exercise" Current Market Price. For purposes of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt 2.2, Current Market Price of a written notice one share of the Company's intention to raise capital by selling shares of Common Stock shall mean, as of any date: the average of the daily closing prices per share of the Company's Common Stock on the principal national securities exchange or on The Nasdaq Stock Market's ("Nasdaq") National Market, on which the Common Stock is listed or admitted to trading, for the five (5) trading days ending on the second trading day before such date, or if not listed or traded on any such exchange or market, the average of the last reported sale price per share on the Nasdaq SmallCap Market for the five (5) trading days ending on the second trading day before such date, or if not listed or traded on any such exchange or Nasdaq, the average of the bid and asked prices per share as reported in an Initial Public Offering (the "IPO NOTICE")pink sheets" published by the National Quotation Bureau, which notice shall be delivered to Inc. for the Holder promptly after five (5) trading days ending on the second trading day before such date, or if such quotations are not available, the fair market value per share of the Company's Common Stock on the date such notice was received by the Company as reasonably determined by the Board of filing with the Securities and Exchange Commission Directors of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not be effectiveCompany.

Net Issue Exercise. In lieu of the payment methods set forth in Section 4 above, immediately prior to, or at any time after, the closing of an Initial Public Offering, the Holder may elect to exchange all or a portion of this Warrant for Shares equal to the value of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 5, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all of the Warrant, 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 purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation). A = the Fair Market Value of one Share. B = the Purchase Price (as adjusted to the date of such calculation). All references herein to an "exercise" of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not be effective.

Net Issue Exercise. In lieu of the payment methods set forth in exercising any Warrant pursuant to Section 4 above, immediately prior to, or at any time after3.3.1, the closing of an Initial Public Offering, the Holder registered holder thereof may elect to exchange all or a portion receive shares of this Warrant for Shares equal to Common Stock (the value of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 5, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all "Net Issue Right") by surrender of the Warrant, at the office of the Warrant Agent, or at the offices of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the Company subscription form, as set forth in the Warrant, duly executed, electing to exercise its Net Issue Right pursuant to this Section 3.3.2. Upon election of the Net Issue Right, the registered holder shall issue be entitled to the Holder the that number of Shares shares of Common Stock (without payment by the holder of any Warrant Price) computed using the following formula: Where X = Y (W-Z) W Where: X = the number of Shares shares of Common Stock to be issued to the Holder. registered holder; Y = the number of Shares shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to at the date of such calculation). A ; W = the Fair Market Value fair market value of one Share. B = share of the Purchase Price Common Stock (as adjusted to at the date of such calculation); Z = the Warrant Price (as adjusted according to the terms set forth herein). All references herein to an As used in this Section 3.3.2, "exercisefair market value" of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold shall mean the average closing price, for the ten trading days immediately preceding the date the subscription form is submitted to the public Warrant Agent, per share of Common Stock as reported on the Nasdaq Stock Market (the "NASDAQ"), the New York Stock Exchange (the "NYSE"), the American Stock Exchange (the "AMEX"), any other stock exchange or the over-the-counter market, as applicable, as reported in the Initial Public OfferingThe Wall Street Journal (Northeast edition), or, if not then reported thereby, any other authoritative source. If the Holder has elected to Common Stock is not traded on the NASDAQ, the NYSE, the AMEX, any other stock exchange or the over-the-counter market, then in lieu of the average closing price, fair market value of the Common Stock per share shall be the price per share that is determined by the Board of Directors of the Company acting reasonably and in good faith. Upon exercise this Warrant of its Net Issue Right pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering 3.3.2 and the Initial Public Offering is not completedreceipt by the registered holder of the applicable shares of Common Stock, then the Holder's exercise obligations of this Warrant the Company to deliver shares of Common Stock shall not be effectiveterminated with respect to the number of shares of Common Stock for which the registered holder shall have exercised its Net Issue Right.

Net Issue Exercise. In lieu of exercising this Warrant by payment of the payment methods set forth in Exercise Price pursuant to Section 4 3.1 above, immediately prior to, or at any time after, the closing of an Initial Public Offering, the Holder may elect to exchange all or a portion of convert this Warrant for Shares equal to (the value of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided "Conversion Right"), in this Section 5whole or in part, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all of the Warrant, and the Company shall issue to the Holder into the number of Shares computed using shares of Common Stock calculated pursuant to the following formula, by surrendering this Warrant and specifying the number of shares of Common Stock which the Holder desires to convert: Where X = Y (A - B) --------- A where: X = the number of Shares shares of Common Stock to be issued to the Holder. ; Y = the number of Shares purchasable under shares of Common Stock subject to this Warrant for which the amount of the Warrant Conversion Right is being exchanged (as adjusted to the date of such calculation). exercised; A = the Fair Market Value fair market value of one Share. share of Common Stock; and B = the Purchase Price (Exercise Price, as adjusted to adjusted. As used herein, the date fair market value of such calculation). All references herein to an "exercise" one share of Common Stock shall mean the Warrant shall include an exchange pursuant to this Section 5. Upon receipt of a written notice closing price per share of the Company's intention Common Stock on the principal securities exchange on which the Common Stock is then listed or admitted to raise capital by selling trading or, if not then listed or admitted to trading on any such exchange, on the NASDAQ National Market System, or if not then listed or traded on the NASDAQ National Market System, the average of the bid and offer price per share on NASDAQ, in each case averaged over the ten (10) trading days consisting of the day preceding the date upon which the Warrant is exercised and the nine (9) consecutive trading days prior to such day. If at any time the Common Stock is not listed or traded on any exchange or system, the current fair market value of a share of Common Stock shall be the price per share which the Company could obtain from a willing buyer (not a current employee, consultant or director) for shares of Common Stock sold by the Company, as determined in an Initial Public Offering (good faith by the "IPO NOTICE")Company's board of directors. Notwithstanding the preceding sentence, if the Company shall become a party to a merger, acquisition or other consolidation pursuant to which notice the Company is not the surviving entity, the current fair market value of a share of Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock pursuant to such transaction. In the event of any conversion of this Warrant, certificates for the shares of stock so converted shall be delivered to the Holder promptly after as soon as practicable but, in any event, within three (3) days thereafter and, unless this Warrant has been fully converted or has expired, a new Warrant representing the date of filing with the Securities and Exchange Commission portion of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contraryshares, if the Holder decides any, with respect to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not have been converted, shall also be effectiveissued to the Holder as soon as practicable but within such three (3) day period.

Net Issue Exercise. In 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 Purchase Price (at the date of calculation as set forth below), in lieu of the payment methods set forth in Section 4 aboveexercising this Warrant for cash, immediately prior to, or at any time after, the closing of an Initial Public Offering, the Holder may elect to exchange all or a portion of this receive Warrant for Shares equal to the value (as determined below) of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in (or the portion thereof being canceled) by surrender of this Section 5, Warrant (with the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all of the Warrant, and exercise form attached hereto as Exhibit A duly executed) in which event the Company shall issue to the Holder the a number of Warrant Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Warrant Shares to be issued to the Holder. Holder Y = the number of Warrant Shares purchasable under the amount Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exchanged canceled (as adjusted to at the date of such calculation). ) A = the Fair Market Value fair market value of one Share. share of the Company's Common Stock (at the date of such calculation) B = the Purchase Price (as adjusted to the date of such calculation). All references herein to an "exercise" ) For purposes of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt above calculation, fair market value of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to shall be determined as follows: (i) if the public class of stock of which the Warrant Shares are a part is listed on a national stock exchange, on the NASDAQ National Market System or on any other over-the-counter market, then such fair market value shall be the closing price per share reported for such class on such national stock exchange or on the NASDAQ National Market System, or the average of the final "bid" and "asked" prices reported on such over-the-counter market, as applicable, at the close of business on the date of calculation, as reported in the Initial Public Offering. If Wall Street Journal; and (ii) if the Holder has elected to exercise this class of stock of which the Warrant pursuant to this Section 5 while Shares are a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering part is not completedlisted on any national stock exchange, on the NASDAQ National Market System or on any other over-the- counter market, then the Board of Directors of the Company shall determine such fair market value as of the date of calculation in its reasonable good faith judgment, and shall (upon written request by Holder's ) advise Holder of such determination prior to any decision by the registered Holder to exercise of its purchase rights under this Warrant shall not be effectiveWarrant.

Net Issue Exercise. In 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 Purchase Price (at the date of calculation as set forth below), in lieu of the payment methods set forth in Section 4 aboveexercising this Warrant for cash, immediately prior to, or at any time after, the closing of an Initial Public Offering, the Holder may elect to exchange all or a portion of this receive Warrant for Shares equal to the value (as determined below) of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in (or the portion thereof being canceled) by surrender of this Section 5, Warrant (with the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all of the Warrant, and exercise form attached hereto as Exhibit A duly executed) in which event the Company shall issue to the Holder the a number of Warrant Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Warrant Shares to be issued to the Holder. Holder Y = the number of Warrant Shares purchasable under the amount Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exchanged canceled (as adjusted to at the date of such calculation). ) A = the Fair Market Value fair market value of one Share. share of the Company's Common Stock (at the date of such calculation) B = the Purchase Price (as adjusted to the date of such calculation). All references herein to an "exercise" ) For purposes of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt above calculation, fair market value of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to shall be determined as follows: (i) if the public class of stock of which the Warrant Shares are a part is listed on a national stock exchange, on the NASDAQ National Market System or on any other over-the-counter market, then such fair market value shall be the closing price per share reported for such class on such national stock exchange or on the NASDAQ National Market System, or the average of the final "bid" and "asked" prices reported on such over-the- counter market, as applicable, at the close of business on the date of calculation, as reported in the Initial Public Offering. If Wall Street Journal; and (ii) if the Holder has elected to exercise this class of stock of which the Warrant pursuant to this Section 5 while Shares are a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering part is not completedlisted on any national stock exchange, on the NASDAQ National Market System or on any other over-the- counter market, then the Board of Directors of the Company shall determine such fair market value as of the date of calculation in its reasonable good faith judgment, and shall (upon written request by Holder's ) advise Holder of such determination prior to any decision by the registered Holder to exercise of its purchase rights under this Warrant shall not be effectiveWarrant.

Net Issue Exercise. In Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Series D Preferred Stock is greater than the Exercise Price (at the date of calculation, the calculation being set forth below), in lieu of the payment methods set forth in Section 4 above, immediately prior to, or at any time after, the closing of an Initial Public Offeringexercising this Warrant for cash, the Holder may elect to exchange all or a portion of this Warrant for Shares receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the amount Company together with the properly endorsed Notice of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 5, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written Exercise and notice of the Holder's such election to exchange some or all of the Warrant, and in which event the Company shall issue to the Holder the a number of Shares shares of Series D Preferred Stock computed using the following formula: Where A X = the number of Shares shares of Series D Preferred Stock to be issued to the Holder. Holder Y = the number of Shares shares of Series D Preferred Stock purchasable under the amount Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exchanged cancelled (as adjusted to at the date of such calculation). ) A = the Fair Market Value fair market value of one Share. share of the Company’s Series D Preferred Stock (at the date of such calculation) B = the Purchase Exercise Price (as adjusted to the date of such calculation). All references herein to an "exercise" ) For purposes of the Warrant above calculation, fair market value of one share of Series D Preferred Stock shall include an exchange pursuant to this Section 5. Upon receipt be determined by the Company’s Board of Directors in good faith; provided, however, that where there exists a written notice 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) the average of the Company's intention closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to raise capital by selling the date of determination of fair market value and (ii) the number of shares of Common Stock in an Initial Public Offering (into which each share of Series D Preferred Stock is convertible at the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date time of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offeringexercise. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this foregoing, in the event the Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission exercised in connection with the Initial Public OfferingCompany’s initial public offering of Common Stock, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share fair market value per share shall be the product of (i) the per share offering price at which one share to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock was sold to into which each share of Series D Preferred Stock is convertible at the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise time of this Warrant shall not be effectivesuch exercise.

Net Issue Exercise. In Notwithstanding any provision herein to the contrary, if the Fair Market Value (as defined below) of one share of Preferred Stock is greater than the Purchase Price (at the date of the calculation as set forth below) for that share, in lieu of the payment methods set forth in Section 4 above, immediately prior to, or at any time afterexercising this Warrant for cash, the closing Registered Holder of an Initial Public Offering, the Holder this Warrant may elect to exchange all or a portion of this Warrant for Shares receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant Company (or at such other address as provided in this Section 5, the Holder shall tender to the Company the Warrant for the amount being exchanged, may designate) together with written notice of the Holder's election to exchange some or all of the Warrantsuch election. In such event, and the Company shall issue to the Registered Holder the number of Shares computed using shares of Preferred Stock, calculated to the following formula: Where X = nearest full share, obtained by (X) multiplying (i) the number of Shares to be issued to the Holder. Y = the number shares of Shares Preferred Stock purchasable under the amount Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exchanged canceled (as adjusted to at the date of such calculation). A = ) by (ii) the difference between the Fair Market Value of one Share. B = share of the Preferred Stock (at the date of such calculation) and the per share Purchase Price (as adjusted to the date of such calculation). All references herein to an "exercise" of , and (Y) dividing the Warrant shall include an exchange pursuant to this Section 5. Upon receipt of a written notice of the Company's intention to raise capital product thereof by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common the Preferred Stock. For purposes of this Warrant, the “Fair Market Value” of one share of Preferred Stock was sold shall be (i) if the Preferred Stock is then traded on any national securities exchange, the closing price quoted on any national securities exchange on which the Preferred 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 Preferred Stock does not exist at the time of exercise, the fair market value of a share of Preferred Stock on the date immediately preceding the date of exercise as determined in good faith by the Initial 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 Preferred Stock. If the Registered Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file informs the Company in writing that it disagrees with the Securities and Exchange Commission fair market value of a share of Preferred Stock as determined by the Board of Directors in connection accordance with an Initial Public Offering subsection (ii) of the preceding sentence within five business days of the date of such determination, the Company and the Initial Public Offering Registered Holder shall select a mutually acceptable regional or national investment bank to determine the fair market value of a share of Preferred 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 not completedless than or equal to the fair market value determined by the Board of Directors, then the Holder's exercise cost of this Warrant the valuation shall not be effectivepaid by the Registered Holder and if the fair market value determined by the investment bank is greater 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. In Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Series A Preferred Stock subject to this Warrant is greater than the Exercise Price (at the Date of Determination, as defined below), in lieu of the payment methods set forth in Section 4 above, immediately prior to, or at any time after, the closing of an Initial Public Offeringexercising this Warrant for cash, the Holder may elect to exchange all or a portion of this Warrant for Shares receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the amount Company together with the properly endorsed Form of the Warrant being exchanged on Subscription and notice of such election (the date of exchange. If such delivery being referred to herein as the Holder elects to exchange this Warrant as provided "Date of Determination") in this Section 5, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all of the Warrant, and which event the Company shall issue to the Holder the a number of Shares shares of Series A Preferred Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of Shares shares of Series A Preferred Stock to be issued to the Holder. Holder Y = the number of Shares shares of Series A Preferred Stock purchasable under the amount Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exchanged canceled (as adjusted to at the date Date of such calculation). Determination) A = the Fair Market Value fair market value of one Share. share of the Series A Preferred Stock (at the Date of Determination) B = the Purchase Exercise Price (as adjusted to the date Date of such calculation). All references herein to an "exercise" Determination) For purposes of the Warrant above calculation, fair market value of one share of Series A Preferred Stock shall include an exchange pursuant to this Section 5. Upon receipt be determined by the Company's Board of Directors in good faith as of the Date of Determination; provided, however, when there is a written notice public market for the Company's Common Stock, the fair market value per share shall be the product of (i) the average of the closing prices of the Company's intention to raise capital by selling shares of Common Stock quoted on the Nasdaq National Market or on the primary securities exchange on which the Common Stock is then listed, whichever is applicable, as published in an Initial Public Offering the Wall Street Journal for the ten (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 10) trading days prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not be effective.Date of

Net Issue Exercise. In 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 Purchase Price (at the date of calculation as set forth below), in lieu of the payment methods set forth in Section 4 aboveexercising this Warrant for cash, immediately prior to, or at any time after, the closing of an Initial Public Offering, the Holder may elect to exchange all or a portion of this receive Warrant for Shares equal to the value (as determined below) of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in (or the portion thereof being canceled) by surrender of this Section 5, Warrant (with the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all of the Warrant, and exercise form attached hereto as Exhibit A duly executed) in which event the Company shall issue to the Holder the a number of Warrant Shares computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Warrant Shares to be issued to the Holder. Holder Y = the number of Warrant Shares purchasable under the amount Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exchanged canceled (as adjusted to at the date of such calculation). ) A = the Fair Market Value fair market value of one Share. share of the Company's Common Stock (at the date of such calculation) B = the Purchase Price (as adjusted to the date of such calculation). All references herein to an "exercise" ) For purposes of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt above calculation, fair market value of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to shall be determined as follows: (i) if the public class of stock of which the Warrant Shares are a part is listed on a national stock exchange, on the NASDAQ National Market System or on any other over-the-counter market, then such fair market value shall be the closing price per share reported for such class on such national stock exchange or on the NASDAQ National Market System, or the average of the final "bid" and "asked" prices reported on such over-the- counter market, as applicable, at the close of business on the date of calculation, as reported in the Initial Public Offering. If Wall Street Journal; and (ii) if the Holder has elected to exercise this class of stock of which the Warrant pursuant to this Section 5 while Shares are a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering part is not completedlisted on any national stock exchange, on the NASDAQ National Market System or on any other over-the-counter market, then the Board of Directors of the Company shall determine such fair market value as of the date of calculation in its reasonable good faith judgment, and shall (upon written request by Holder's ) advise Holder of such determination prior to any decision by the registered Holder to exercise of its purchase rights under this Warrant shall not be effectiveWarrant.

Net Issue Exercise. In lieu of the payment methods set forth in Section 4 above, immediately prior to, or at any time after, the closing of an Initial Public Offering, the The Holder may elect to exchange all or a portion some of this the Warrant for Shares shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 53, the Holder shall tender to the Company the Warrant for the amount being exchanged, along with written notice of the Holder's ’s election to exchange some or all of the Warrant, and the Company shall issue to the Holder the number of Shares shares of the Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of Shares shares of Common Stock to be issued to the Holder. Y = the number of Shares shares of Common Stock purchasable under the amount of the Warrant being exchanged (as adjusted to the date of such calculation). A = the Fair Market Value of one Shareshare of the Company’s Common Stock (as defined below). B = the Purchase Exercise Price (as adjusted to the date of such calculation). All references herein to an "“exercise" ” of the Warrant shall include an exchange pursuant to this Section 53. Upon receipt “Fair Market Value” of a written notice of the Company's intention to raise capital by selling shares share of Common Stock in an Initial Public Offering as of a particular date shall mean: (i) if traded on a securities exchange or the "IPO NOTICE")Nasdaq National Market, which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value shall be deemed to be the average of a Share the closing prices of the Common Stock of the Company on such exchange or market over the 10 business days ending immediately prior to the applicable date of valuation; (ii) if actively traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing bid prices over the 30-day period ending immediately prior to the applicable date of valuation; and (iii) if there is no active public market, the Fair Market Value shall be the price at which one share value thereof, as determined in good faith by the Company’s Board of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not be effectiveDirectors.

Net Issue Exercise. In Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of the payment methods set forth in Section 4 above, immediately prior to, or at any time after, the closing of an Initial Public Offeringexercising this Warrant for cash, the Holder may elect to exchange all or a portion of this Warrant for Shares receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the amount Company together with the properly endorsed Notice of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 5, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written Exercise and notice of the Holder's such election to exchange some or all of the Warrant, and in which event the Company shall issue to the Holder the a number of Shares shares of Common Stock computed using the following formula: Y (A-B) ------- X = A Where X = the number of Shares shares of Common Stock to be issued to the Holder. holder; Y = the number of Shares shares of Common Stock purchasable under the amount Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exchanged canceled (as adjusted to at the date of such calculation). ; A = the Fair Market Value fair market value of one Share. share of the Company's Common Stock (at the date of such calculation); and, B = the Purchase Exercise Price (as adjusted to the date of such calculation). All references herein to an "exercise" For purposes of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt above calculation, fair market value of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold 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 at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of THE WALL STREET JOURNAL for the five (5) trading days prior to the date of determination of fair market value. 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 per share offering price to the public in of the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the HolderCompany's exercise of this Warrant shall not be effectiveinitial public offering.

Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 1.1, this Warrant may be exercised by the payment methods set forth in Section 4 above, immediately prior to, or at any time after, Warrantholder by the closing of an Initial Public Offering, the Holder may elect to exchange all or a portion surrender of this Warrant for to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of the amount of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in (or the portion thereof being canceled) by surrender of this Section 5, the Holder shall tender Warrant to the Company the Warrant for the amount being exchanged, together with written notice of the Holder's such election to exchange some or all of the Warrant, and in which event the Company shall issue to the Holder the Warrantholder a number of Shares shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-B) ------- A Where X = the number of Shares shares of Common Stock to be issued to the Holder. Warrantholder under this Section 1.2; Y = the number of Shares shares of Common Stock otherwise purchasable under the amount of the this Warrant being exchanged (as adjusted to at the date of such calculation). ; A = the Fair Current Market Value Price of one Share. B = shares of Common Stock to be issued to the Purchase Price Warrantholder (as adjusted to at the date of such calculation). All references herein to an "exercise" of ; B = the Current Warrant shall include an exchange pursuant to this Section 5. Upon receipt of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not be effectivePrice.

Net Issue Exercise. In Notwithstanding any provisions herein to the contrary, if the Fair Market Value (as defined below) of one Share is greater than the Per Share Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for payment of the payment methods set forth Aggregate Exercise Price in Section 4 above, immediately prior to, cash or at any time afterby check, the closing of an Initial Public Offering, the Holder Purchaser may elect to exchange all or receive a portion number of this Warrant for Shares shares of Common Stock equal to the value (as determined below) of this Warrant by surrender of this Warrant at the principal office of the amount Company together with the duly executed Notice of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided Exercise in this Section 5, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all of the Warrant, and which event the Company shall issue to the Holder the Purchaser a number of Shares shares of Common Stock computed using in accordance with the following formula: Where X = Y ((A — B) / A) WHERE: X = the number of Shares shares of Common Stock to be issued to the Holder. Purchaser pursuant to this Section 2.2; Y = the number of Shares purchasable under the amount of the Warrant being exchanged (as adjusted to at the date of such calculation). ; A = the Fair Market Value of one Share. Share (at the date of such calculation); and B = the Purchase Per Share Exercise Price (as adjusted to at the date of such calculation). All references herein to an "exercise" For purposes of the Warrant above calculation, the “Fair Market Value” of one Share shall include an exchange pursuant to this Section 5. Upon receipt of a written notice equal (i) the average of the Company's intention to raise capital by selling shares high and low reported sale prices of the Common Stock on a national securities exchange or the Nasdaq National Market, as the case may be, on each trading day in an Initial Public Offering the seven-day period immediately prior to the Exercise Date or (ii) if the Company’s Common Stock is not then traded on a national securities exchange or quoted on the Nasdaq National Market, the fair market value of one Share determined by the Appraiser (as defined below). If the Company’s Common Stock is not traded on a national securities exchange or quoted on the Nasdaq National Market on the Exercise Date, the Company shall promptly engage a qualified, nationally recognized, independent appraiser (the "IPO NOTICE"), which notice shall be delivered “Appraiser”) acceptable to the Holder promptly after Purchaser (such approval not to be unreasonably withheld or delayed) experienced in appraising companies similar to the date of filing with Company, to determine the Securities Fair Market Value. The Company shall make available all information reasonably necessary to allow the Appraiser to perform the appraisal and Exchange Commission of shall instruct the registration statement associated with such Initial Public Offering, the Holder shall Appraiser to use its commercially reasonable efforts to determine whether or not complete the Holder will exercise this Warrant pursuant appraisal and to this Section 5 prior to provide the completion Company and the Purchaser a written determination of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value within twenty (20) days of a Share shall the Exercise Date. All fees and expenses of the Appraiser will be borne by the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not be effectiveCompany.

Net Issue Exercise. In lieu addition to and without limiting the rights of the payment methods set forth Holder under the terms of the Warrant, during anytime after the Registration Date (as defined in Section 4 above10(b)(i)) the Company fails to maintain an effective Registration Statement (as defined in Section 10(b)(i)), immediately prior toexcept for extensions of time to file reports permitted by Rule 12b-25 or any successor rule (but in such event, or at any time after, the closing of an Initial Public Offeringnot more than five (5) calendar days for Quarterly Reports on Form 10-Q and not more than fifteen (15) calendar days for Annual Reports on Form 10-K), the Holder may elect shall have the right to exchange all or a portion of this Warrant for Shares equal to the value of the amount of convert the Warrant being exchanged on or any portion thereof (the date "Conversion Right") into shares of exchange. If the Holder elects to exchange this Warrant Common Stock as provided in this Section 5, 3(b) at any time or from time to time during the Holder shall tender to the Company the Warrant for the amount being exchanged, with written notice of the Holder's election to exchange some or all term of the Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the Warrant (the "Converted Warrant Shares"), and the Company shall issue deliver to the Holder (without payment by the Holder of any exercise price or any cash or other consideration) that number of Shares shares of fully paid and nonassessable Common Stock computed using the following formula: X = Y(A - B) A Where X = the number of Shares shares of Common Stock to be issued to the Holder. ; Y = the number of Shares purchasable under Converted Warrant Shares; A = the amount fair market value of one share of the Company's Common Stock on the Conversion Date (as defined below); and B = the per share exercise price of the Warrant being exchanged (as adjusted to the date of such calculationConversion Date). A = the Fair Market Value The Conversion Right may only be exercised with respect to a whole number of one Share. B = the Purchase Price (as adjusted shares subject to the date Warrant. No fractional shares shall be issuable upon exercise of such calculation)the Conversion Right, and if the number of shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the Holder an amount in cash equal to the fair market value of the resulting fractional share on the Conversion Date. All references herein Shares issued pursuant to an "exercise" the Conversion Right shall be treated as if they were issued upon the exercise of the Warrant. The Conversion Right may be exercised by the Holder by the surrender of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt of a written notice at the principal office of the Company's intention Company together with the Notice of Exercise attached hereto as Exhibit A, duly completed to raise capital indicate a net issuance exercise and indicating the number of shares subject to the Warrant which are being surrendered (referred to in Subsection 3(b) hereof as the Converted Warrant Shares) in exercise of the Conversion Right. Such conversion shall be effective upon receipt by selling shares the Company of Common Stock in an Initial Public Offering the Warrant together with the aforesaid Exercise Notice, or on such later date as is specified therein (the "IPO NOTICEConversion Date"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the Holder's exercise of this Warrant shall not be effective.

Net Issue Exercise. In Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of the payment methods set forth in Section 4 above, immediately prior to, or at any time afterexercising this Warrant for cash, the closing of an Initial Public Offering, the Holder holder may elect to exchange all or a portion of this Warrant for Shares receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the amount Company together with the properly endorsed Notice of the Warrant being exchanged on the date of exchange. If the Holder elects to exchange this Warrant as provided in this Section 5, the Holder shall tender to the Company the Warrant for the amount being exchanged, with written Exercise and notice of the Holder's such election to exchange some or all of the Warrant, and in which event the Company shall issue to the Holder the a number of Shares shares of Common Stock computed using the following formula: Where Y (A-B) X = ------- A X = the number of Shares shares of Common Stock to be issued to the Holder. Holder Y = the number of Shares shares of Common Stock purchasable under the amount Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exchanged canceled (as adjusted to at the date of such calculation). ) A = the Fair Market Value fair market value of one Share. share of the Company's Common Stock (at the date of such calculation) B = the Purchase Exercise Price (as adjusted to the date of such calculation). All references herein to an "exercise" ) For purposes of the Warrant shall include an exchange pursuant to this Section 5. Upon receipt above calculation, fair market value of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an Initial Public Offering (the "IPO NOTICE"), which notice shall be delivered to the Holder promptly after the date of filing with the Securities and Exchange Commission of the registration statement associated with such Initial Public Offering, the Holder shall use its reasonable efforts to determine whether or not the Holder will exercise this Warrant pursuant to this Section 5 prior to the completion of the Initial Public Offering. Notwithstanding whether or not an IPO Notice has been delivered to the Holder or any other provision of this Warrant to the contrary, if the Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission in connection with the Initial Public Offering, this Warrant shall be deemed exercised on the closing of the Initial Public Offering and the Fair Market Value of a Share shall be the price at which one share of Common Stock was sold 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 at the time of such exercise, the fair market value per share shall be the average of the closing bid and asked prices of the Common Stock quoted in the Over-the-Counter Market Summary or the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq National Market, the Nasdaq Small-Cap Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of The Wall Street Journal for the five trading days prior to the date of determination of fair market value. 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 per share offering price to the public in of the Initial Public Offering. If the Holder has elected to exercise this Warrant pursuant to this Section 5 while a registration statement is on file with the Securities and Exchange Commission in connection with an Initial Public Offering and the Initial Public Offering is not completed, then the HolderCompany's exercise of this Warrant shall not be effectiveinitial public offering.