Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant 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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a5(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect net issue exercise “Net Issue Exercise” and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours on any Business Day (as defined below) during the Exercise Period. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder 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(AY (A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder Holder under this Section 1.1(b5(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at as adjusted to 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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ in the manner provided in Section 1.1(a1(a), the Registered Holder may exercise this Warrant may be exercised Warrant, in whole or in part, by the Warrantholder by the surrender of this Warrant to the Company, with electing 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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of for this Warrant (or the portion thereof being canceledexercised) by surrender of surrendering this Warrant to at the Company Registrar’s Office, together with notice the Notice of Exercise duly executed by the Registered Holder or such election Registered Holder’s duly authorized representative, electing the “Net Issue Exercise” in the Notice of Exercise, in which event the Company shall issue to Warrantholder the Registered Holder a number of shares of the Company's Common Warrant Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-Y (A - B) ------ A Where X = the The number of shares of Common Warrant Stock to be issued to Warrantholder under this Section 1.1(b); the Registered Holder. Y = the The number of shares of Common Warrant Stock otherwise purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation); . A = the fair market value The Fair Market Value of one share of the Company's Common Warrant Stock (at as adjusted to the date of such calculation); . B = the The Exercise Price (as adjusted to the date of such calculation). All references herein to an “exercise” of the Warrant in this Warrant, shall include, as the context requires, an exercise pursuant to this Section 1(b).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a)2.1, this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise Periodexercise 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 Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceledcancelled) by surrender of this Warrant to the Company together with notice of such election election, in which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company company using the following formula: X = Y(A-B) ------ A Where B)/A Where: X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b)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 is being exercised, the number of Warrant Shares being exercised; A = the fair market value Current Market Price of one share of the Company's Common Stock (at the date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a3(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder 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 Holder under this Section 1.1(b3(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at as adjusted to 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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a3(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder 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 Holder under this Section 1.1(b3(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at as adjusted to the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a), this Warrant may be exercised in whole or in part by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise 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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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(AY x (A-B) ------ --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant, or any lesser number of shares as to which this Warrant is being 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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Preferred Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Preferred Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Preferred 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 Preferred Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under covered by this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation) in respect of which the net issue exercise election is made under this Section 2(b).;

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 exercising this Warrant pursuant to ------------------ Section 1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant 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 as aforesaid. Upon such exercisefor cash, the Warrantholder shall be entitled Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by the surrender of this Warrant at the office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Company Holder at the address of the Holder appearing on the records of the Company) together with the Notice of Exercise annexed hereto duly completed and executed on behalf of the Holder and notice of such election election, in which event the Company shall issue to Warrantholder the Holder 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 1.1(b); the Holder Y = the number of shares of Common Stock otherwise purchasable under this the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); ) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); ) B = the 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:

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 Purchase Price at the Determination Date, in lieu of exercising this Warrant pursuant to ------------------ for cash in the manner set forth in Subsections 1.2 or 1.3 or in exchange for other shares of Common Stock in the manner set forth in Section 1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant 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 as aforesaid. Upon such exercise1.5, the Warrantholder shall be entitled Holder may elect to receive shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to at the principal office of the Company together with the properly endorsed Notice of Exercise and notice of such election in which event the Company shall issue to Warrantholder the Holder 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(AY (A-B) ------ X = ------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); the Holder Y = the number of shares of Common Stock otherwise purchasable under this the Warrant (or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled at the date of such calculation); Determination Date A = the fair market value Fair Market Value of one share of the Company's Common Stock (at the date of such calculation); Determination Date B = Purchase Price as of the Exercise Price (as adjusted to the date of such calculation).Determination Date

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise 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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Warrant- holder 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(AY x (A-B) ------ X = --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Preferred Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Preferred Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Preferred 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 Preferred Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under this Warrant (at as adjusted to the date of such calculation); A = the fair market value of one share of the Company's Common Preferred Stock (Series B or Series A Preferred) at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a), this Warrant may be exercised in whole or in part by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise 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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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(AY x (A-B) ------ --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant, or any lesser number of shares as to which this Warrant is being 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 = the Exercise Price (as adjusted to the date of such calculation).. (c)

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Preferred Stock to be purchased, during normal business hours on any Business Day during the Exercise Period. The Company agrees that such Warrant Shares shares of Preferred Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Preferred Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Preferred 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 Preferred Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under covered by this Warrant (at as adjusted to the date of such calculation) in respect of which the net issue exercise election is made under this Section 2(b); A = the fair market value of one share of the Company's Common Preferred Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a), if the fair market value of one share of Common Stock is greater than the exercise price, this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise a "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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).. 155

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant 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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such calculation); A = the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise 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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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(Y x (A-B) ------ B))/ A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).. (c)

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a3(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Companycompany, with a duly executed Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of preferred Stock 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 shares of such Warrant Shares Preferred Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Preferred 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 Preferred Stock to be issued to Warrantholder Holder under this Section 1.1(b3(b); Y = the number of shares of Common Preferred Stock otherwise purchasable under this Warrant (at as adjusted to the date of such calculation); A = the fair market value of one share of the Company's Common Preferred Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In If at the time of exercise of this Warrant a registration statement covering the Warrant Shares that are the subject of the Subscription Notice (the "Unavailable Warrant Shares") is not available for the resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion, and in lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a)1.01 hereof, exercise this Warrant may be exercised by the Warrantholder by the surrender of surrendering this Warrant to the Company, with a duly executed Exercise Subscription Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise Period. The Company agrees that such Such Warrant Shares shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been is surrendered as aforesaidin accordance with the provisions hereof. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event receive, and the Company shall issue to Warrantholder Holder, a number of shares of the Company's Common Stock Warrant Shares 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 Warrant Shares to be issued to Warrantholder Holder under this Section 1.1(b)1.02; Y = the number of shares Warrant Shares in respect of Common Stock otherwise purchasable under which this Warrant (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 = the Exercise Price (as adjusted to the date of such calculation).election is made;

Net Issue Exercise. (a) In lieu of exercising this Warrant pursuant to ------------------ in the manner provided in Section 1.1(a), this Warrant may be exercised by the Warrantholder by the surrender of this Warrant 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 as aforesaid. Upon such exercise1.1, the Warrantholder shall be entitled Registered Holder may elect to receive shares of Warrant Stock equal to the value of this Warrant (or the portion thereof being exercised and canceled) by surrender of this Warrant to at the principal office of the Company, or such other office or agency as the Company may designate, together with notice the Notice of Exercise duly executed by the Registered Holder or such election Registered Holder’s duly authorized attorney, in which event the Company shall issue to Warrantholder the Registered Holder a number of shares of the Company's Common Warrant Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y(A-Y (A - B) ------ A Where X = the The number of shares of Common Warrant Stock to be issued to Warrantholder under this Section 1.1(b); the Registered Holder. Y = the The number of shares of Common Warrant Stock otherwise purchasable being purchased under this Warrant pursuant to the Notice of Exercise (at as adjusted to the date of such calculation); . A = the fair market value The Fair Market Value of one share of the Company's Common Warrant Stock (at as adjusted to the date of such calculation); . B = the The Exercise Price (as adjusted to the date of such calculation). All references herein to an “exercise” of the Warrant in this Warrant shall include an exchange pursuant to this Section 1.2.

Net Issue Exercise. 3.1. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a)2, this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours at any time after the date hereof, but on any Business Day during or before the Exercise PeriodExpiration Date. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder 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: Where X X Y A B = = = = = Y(A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder Holder under this Section 1.1(b); Y = 3.1 the number of shares of Common Stock otherwise purchasable under this Warrant (at as adjusted to 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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a), this Warrant may be exercised in whole or in part by the Warrantholder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise 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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to 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(AY x (A-B) ------ X = --------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant, or any lesser number of shares as to which this Warrant is being 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 = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant payment of the Exercise Price pursuant to ------------------ Section 1.1(a2(c), and exclusively in connection with a Corporate Liquidity Transaction, this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect net issue exercise Net Issue Exercise and specifying the number of Warrant Shares to be purchased, during normal business hours on any Business Day business day during the Exercise Period. The Company agrees that such Warrant Shares shall be deemed to be issued to the Warrantholder Holder as the record holder Holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaidaforesaid (or the date of the Corporate Liquidity Transaction, as applicable). Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder a number of shares of the Company's Common Stock Warrant Shares computed as of the date of surrender of this Warrant to the Company (or the date of the Corporate Liquidity Transaction, as applicable) using the following formula: X = Y(A-B) ------ A Where X = the number of shares of Common Stock Warrant Shares to be issued to Warrantholder Holder under this Section 1.1(b2(d); Y = the number of shares of Common Stock otherwise Warrant Shares purchasable under this Warrant (at as adjusted to the date of such calculation); A = the fair market value Fair Market Value of one share of the Company's Common Stock (Warrant Share at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a2.2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly completed and executed Exercise Form Notice marked to reflect net issue exercise that the Holder is exercising this Warrant pursuant to this Section 2.2(b) and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours on any Business Day business day during the Exercise Period. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder the Holder 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 Holder under this Section 1.1(b2(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (as adjusted to the date of such calculation) or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation); A = the fair market value Fair Market Value of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Common Stock Warrant pursuant to ------------------ Section 1.1(a)2(a) above, during the Exercise Period, the Holder may elect to convert this Common Stock Warrant or any portion hereof into Warrant Shares, the aggregate value of which shares shall be equal to the value of this Common Stock Warrant or portion thereof being so converted. The conversion right may be exercised by the Warrantholder Holder by the surrender of this Common Stock Warrant to the Company, with a duly executed Notice of Exercise Form marked to reflect net issue the Holder’s intention to exercise and specifying the number of Warrant Shares to be purchasedconversion right hereunder, 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 as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder the Holder 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(AY (A-B) ------ A Where X = the number of shares of Common Stock to be issued to Warrantholder Holder under this Section 1.1(b2(b) upon exercise of the conversion rights under this Section 2(b); Y = the number of shares of Common Stock Warrant Shares otherwise purchasable under this Common Stock Warrant or, if only a portion of the Common Stock Warrant is exercised, the portion of the Common Stock Warrant being exercised (at as adjusted to the date of such calculation); A = the fair market value (determined in the manner provided below) of one share of the Company's Warrant Shares subject to this Common Stock (at Warrant as of the date of such calculation); B = the Exercise Price (as adjusted to the date exercise of such calculation).this Common Stock Warrant;

Net Issue Exercise. In lieu of exercising this Warrant pursuant to ------------------ Section 1.1(a2(a), this Warrant may be exercised by the Warrantholder Holder by the surrender of this Warrant to the Company, with a duly executed Exercise Form marked to reflect net issue exercise and specifying the number of Warrant Shares shares of Common Stock to be purchased, during normal business hours on any Business Day business day during the Exercise Period. The Company agrees that such Warrant Shares shares of Common Stock shall be deemed to be issued to the Warrantholder Holder as the record holder of such Warrant Shares shares of Common Stock as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder Holder shall be entitled to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in which event the Company shall issue to Warrantholder Holder 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 Holder under this Section 1.1(b2(b); Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at as adjusted to the date of such calculation); A = the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock (at the date of such calculation); B = the Exercise Price (as adjusted to the date of such calculation).