Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in Section 3.1, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a 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 this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant 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 the Holder a number of Shares shares of Common Stock computed using the following formula: formula (and the Holder shall receive the rights and benefits of a record holder of such shares of Common Stock as described in Section 3(b) hereof): X = Y (A - – B) --------- 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company’s Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Common Stock shall be determined as follows: (A) If by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock is not publicly traded at the Determination Datetime of such exercise, the fair market value of a Share per share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board Over-The-Counter Market Summary or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices last reported sale price of the Common Stock listed or the closing price quoted on the principal national securities Nasdaq National Market or on any exchange on which the Common Stock is so tradedlisted, whichever is applicable, as published in the Western Edition of The Wall Street Journal over a five (5) day period ending with the third business day before the date of determination of fair market value. Notwithstanding the foregoing, in each case for the twenty (20) trading days preceding event the Determination DateWarrant 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 of the Company’s initial public offering.

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant 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 the Holder a number of Shares shares of Common Stock computed using the following formula: Y (A-B) ------ X = Y (A - B) --------- 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, the fair market value of a Share share of Common Stock for purposes of this Warrant (the "Fair Market Value") shall be determined as follows: (Ai) If the Company's Common Stock (or any other Common Stock having the same economic rights) is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange or, if not so listed or admitted to unlisted trading privileges, listed on the National Market System ("NMS") of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Fair Market Value shall be the last reported sale price of the Common Stock on such exchange or on the NMS on the last Business Day prior to the date of exercise of this Warrant or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the NMS; or (ii) If the Common Stock (or any other Common Stock having the same economic rights) is not publicly traded at listed on a national securities exchange or on the Determination DateNMS or admitted to unlisted trading privileges on a national securities exchange, the Fair Market Value shall be the mean of the last bid and asked prices reported on the last Business Day prior to the date of the exercise of this Warrant (A) by NASDAQ or (B) if reports are unavailable under clause (i) above by the National Quotation Bureau Incorporated; or (iii) If the Common Stock (or any other Common Stock having the same economic rights) is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the Fair Market Value shall be an amount determined in good faith to be the fair market value of a Share share of Common Stock (without taking into account any minority discount) in such reasonable manner as may be prescribed by the Board of Directors of the Company, based on the fair market enterprise value of the Company and its subsidiaries, if any, taken as a whole, net of all debt and other senior securities, and shall be a determined in accordance with the following procedures: (A) The Company shall promptly notify the Holder of such fair market value reasonably determined determination by the Company's its Board of DirectorsDirectors and shall send the Holder data forming the basis of the valuation, together with an explanation thereof. (B) The Holder shall have 15 Business Days after receipt of notice of such determination in which to consult with the Company and request further information. (C) At the end of any consulting period, the Holder may by notice in writing (the "Appraisal Notice") request an independent appraisal. In the event that the Holder disagrees with requests an independent appraisal, the Board of Directors' determination of fair market value, then the fair market value appraiser shall be determined a nationally recognized independent investment bank jointly appointed by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. If the Holder and the Company are unable to agree upon the selection of a nationally recognized independent investment banker within 20 days after delivery of the Appraisal Notice, the Holder and the Company shall, within 20 days after delivery of the Appraisal Notice, each select a nationally recognized independent investment banker who shall select a third nationally recognized independent investment banker to determine the fair market value, which third investment banker's valuation shall be final and binding upon the Holder and the Company with respect to the determination of the Fair Market Value. The cost and expenses of any appraiser or investment banker shall be borne by the Company. The Holder shall have the right and be given the opportunity to participate in the appraiser's valuation process. The Company shall use its reasonable best efforts, and the Holder shall each pay one half (1/2) cooperate, to cause the determination of the fees and expenses appraiser to be made within 15 Business Days of each its appointment. The determination of the Company's Appraiser, the Holder's Appraiser appraiser shall be final and the Third Appraiser. (B) if the Company's Common Stock is publicly traded binding on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Dateparties.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth and delivering payment in the manner provided in Section 3.12(b), the Registered Holder may elect to receive Shares equal to the value exercise all or any portion of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with net exercise by giving notice of such election on the purchase/exercise form appended hereto as Exhibit B duly executed by the Registered Holder or by the Registered Xxxxxx’s duly authorized attorney, along with a copy of this Warrant, in which event the Company shall issue to the Registered Holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - B) --------- A Where where X = the number of Shares shares of Warrant Stock to be issued to the Registered Holder; . Y = the number of Shares shares of Warrant Stock purchasable under this Warrant, or if only a portion of this Warrant is being cancelled, as set out on the gross number of Shares covered by the portion of this Warrant being cancelled; purchase/exercise form. A = the fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to Warrant Stock on the date of such calculations)net exercise. Such Shares shall be issued as soon as practicable after B = the Determination DatePurchase Price. (bii) For purposes of this SectionSection 2(d), the “fair market value of a Share Warrant Stock on the date of net exercise” shall be determined as followsmean with respect to each share of Warrant Stock: (A) If if the exercise is in connection with consummation of the sale of the securities of the Company (or an affiliate (as defined in Rule 405 under the Securities Act) thereof) (1) pursuant to a registration statement filed by the Company (or an affiliate thereof) under the Securities Act, in connection with a firm commitment underwritten offering to the general public (an “IPO”), or (2) by means of an effective registration statement filed by the Company (or an affiliate thereof) under the Securities Act that registers shares of existing capital stock of the Company for resale (a “Direct Listing”), and if the Company's Common Stock is not publicly traded at the Determination Date’s registration statement relating to such IPO or Direct Listing, the fair market value of a Share shall be a value reasonably determined as applicable, has been declared effective by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder (initial “Price to Public” per share specified in the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object final prospectus with respect to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser.offering; (B) if the Company's Common Stock (A) is publicly traded on the Determination Datenot applicable, the fair market value of a Share Warrant Stock shall be equal at the per share valuation as determined by an independent third-party valuation firm within the prior twelve (12) months approved in good faith by the Company’s Board of Directors (the “Board”), unless the Company is at such time subject to (1) the average a consolidation or merger of the closing prices quoted on Company with or into another corporation (other than a consolidation or merger in which the Nasdaq Stock Exchange, Inc., if applicableCompany is the surviving entity), or the average any transfer of all or substantially all of the last bid and asked prices assets of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so tradedCompany, in each which case for the twenty (20) trading days preceding fair market value of Warrant Stock shall be deemed to be the Determination Datevalue received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. Notwithstanding any provisions herein to the ------------------ contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant 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 the Holder a number of Shares shares of Common Stock computed using the following formula: Y (A-B) ------ X = Y (A - B) --------- 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, the fair market value of a Share share of Common Stock for purposes of this Warrant (the "Fair Market Value") shall be determined as follows: (Ai) If the Company's Common Stock (or any other Common Stock having the same economic rights) is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange or, if not so listed or admitted to unlisted trading privileges, listed on the National Market System ("NMS") of the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), the Fair Market Value shall be the last reported sale price of the Common Stock on such exchange or on the NMS on the last Business Day prior to the date of exercise of this Warrant or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the NMS; or (ii) If the Common Stock (or any other Common Stock having the same economic rights) is not publicly traded at listed on a national securities exchange or on the Determination DateNMS or admitted to unlisted trading privileges on a national securities exchange, the Fair Market Value shall be the mean of the last bid and asked prices reported on the last Business Day prior to the date of the exercise of this Warrant (A) by NASDAQ or (B) if reports are unavailable under clause (i) above by the National Quotation Bureau Incorporated; or (iii) If the Common Stock (or any other Common Stock having the same economic rights) is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the Fair Market Value shall be an amount determined in good faith to be the fair market value of a Share share of Common Stock (without taking into account any minority discount) in such reasonable manner as may be prescribed by the Board of Directors of the Company, based on the fair market enterprise value of the Company and its subsidiaries, if any, taken as a whole, net of all debt and other senior securities, and shall be a determined in accordance with the following procedures: (A) The Company shall promptly notify the Holder of such fair market value reasonably determined determination by the Company's its Board of DirectorsDirectors and shall send the Holder data forming the basis of the valuation, together with an explanation thereof. (B) The Holder shall have 15 Business Days after receipt of notice of such determination in which to consult with the Company and request further information. (C) At the end of any consulting period, the Holder may by notice in writing (the "Appraisal Notice") request an independent appraisal. In the event that the Holder disagrees with requests an independent appraisal, the Board of Directors' determination of fair market value, then the fair market value appraiser shall be determined a nationally recognized independent investment bank jointly appointed by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. If the Holder and the Company are unable to agree upon the selection of a nationally recognized independent investment banker within 20 days after delivery of the Appraisal Notice, the Holder and the Company shall, within 20 days after delivery of the Appraisal Notice, each select a nationally recognized independent investment banker who shall select a third nationally recognized independent investment banker to determine the fair market value, which valuation shall be final and binding upon the Holder and the Company with respect to the determination of the Fair Market Value. The cost and expenses of any appraiser or investment banker shall be borne by the Company. The Holder shall have the right and be given the opportunity to participate in the appraiser's valuation process. The Company shall use its reasonable best efforts, and the Holder shall each pay one half (1/2) cooperate, to cause the determination of the fees and expenses appraiser to be made within 15 Business Days of each its appointment. The determination of the Company's Appraiser, the Holder's Appraiser appraiser shall be final and the Third Appraiser. (B) if the Company's Common Stock is publicly traded binding on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Dateparties.

Net Issue Exercise. (a) In lieu of exercising While this Warrant as set forth remains outstanding and exercisable in accordance with Section 3.11(a) above, the Holder may elect to receive Shares equal to the value of exercise this Warrant (or the portion thereof being cancelled) in accordance with Section 6 herein, by surrender of this Warrant at the principal office of the Company together with notice of such election net issue exercise, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formulaformula (a “Net Issue Exercise”): Where: X = Y (A - B) --------- A Where X = the number of the Warrant Shares to be issued to the Holder; . Y = the number of the Warrant Shares purchasable under this Warrant, or if only a portion of this with respect to which the Warrant Certificate is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; exercised. A = the fair market value Fair Market Value of one Share, as determined by Common Share on the Board date of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and determination. B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this SectionWarrant, fair market value the Fair Market Value of a one Common Share on the date of determination shall be determined as follows: (Ai) If if the Company's ’s Common Stock is listed and traded on the New York Stock Exchange, the NYSE American, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market (each, a “Trading Market”), the fair market value shall be deemed the volume-weighted average price per share of Common Stock on such Trading Market during the regular trading session (and excluding pre-market and after-hours trading) over the thirty (30) consecutive trading days immediately prior to the date this Warrant is exercised in accordance with Section 6 herein; or (ii) if the Company’s Common Stock is not publicly listed on a Trading Market, but is traded at in the Determination Dateover-the-counter market, the fair market value shall be deemed to be the average of the bid price on such Trading Market over the thirty (30) consecutive trading days immediately prior to the date this Warrant is exercised in accordance with Section 6 herein; or (iii) if there is no active public market for the Company’s Common Stock, the fair market value of a Share the Common Stock shall be a value reasonably determined in good faith by the Company's Board ’s board of Directors. In directors in reliance on an opinion of an independent financial expert retained by the event Company for this purpose, using one or more valuation methods that the Holder disagrees with independent financial expert in its professional judgment determines to be most appropriate, assuming such securities are fully distributed and are to be sold in an arm’s-length transaction and there was no compulsion on the Board part of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object any party to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects sale to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser buy or sell and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holdertaking account all other relevant factors. The Company and the Holder agree, unless otherwise required by a change in law or by the Internal Revenue Service or other governmental authority following an audit or examination, (i) in the event of a Net Issue Exercise under this Section 1(c), the Holder’s exercise of this Warrant in exchange for the receipt of the Warrant Shares issuable in accordance with this Warrant (or the portion thereof being cancelled) shall each pay one half (1/2be treated as a recapitalization under Section 368(a)(1)(E) of the fees Internal Revenue Code of 1986, as amended and expenses of each of (ii) not to file any tax return inconsistent with the Company's Appraiser, the Holder's Appraiser and the Third Appraiserforegoing. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant 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 the Holder a number of Shares shares of Common Stock computed using the following formula: formula (and the Holder shall receive the rights and benefits of a record holder of such shares of Common Stock as described in Section 3(b) hereof): X = Y (A - − B) --------- 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company’s Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Common Stock shall be determined as follows: (A) If by the Company's ’s Board of Directors in good faith; provided, however, that where there exists a public market for the Company’s Common Stock is not publicly traded at the Determination Datetime of such exercise, the fair market value of a Share per share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board Over-The-Counter Market Summary or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices last reported sale price of the Common Stock listed or the closing price quoted on the principal national securities Nasdaq National Market or on any exchange on which the Common Stock is so tradedlisted, whichever is applicable, as published in the Western Edition of The Wall Street Journal over a five (5) day period ending with the third business day before the date of determination of fair market value. Notwithstanding the foregoing, in each case for the twenty (20) trading days preceding event the Determination DateWarrant 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 of the Company’s initial public offering.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.11(a), the Registered Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder's duly authorized attorney, in which event the Company shall issue to the Registered Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Common Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Common Stock purchasable under this Warrant, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; cancelled (at the date of such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the The Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination DateSection 1(c), the fair market value of one share of Common Stock on the date of calculation shall mean the highest price per share which the Company could obtain on the date of calculation from a Share shall be willing buyer (not a value reasonably determined current employee or director) for shares of Common Stock sold by the Company's Board of Directors. In the event that the Holder disagrees with , from authorized but unissued shares, as determined in good faith by the Board of Directors' determination of fair , provided, however, that where there exists a public market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if for the Company's Common Stock is publicly traded on at the Determination Datetime of such exercise, the fair market value of a Share per share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board Over-The-Counter Market Summary or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices last reported sale price of the Common Stock listed or the closing price quoted on the principal national securities Nasdaq National Market or on any exchange on which the Common Stock is so tradedlisted, whichever is applicable, as published in each case the Western Edition of The Wall Street Journal for the twenty last five (205) trading days preceding prior to the Determination Datedate of determination of fair market value.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in pursuant to Section 3.13.1 hereof, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a 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 this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, Share (assuming the fair market value of one Share is greater than the Warrant Purchase Price as determined by adjusted to the Board date of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"such calculations); and B = the Exercise Warrant Purchase Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable within three (3) business days after the Determination Datenotice of election is given. (bi) For purposes of this Section, fair market value of a Share shall be determined equal to the closing price of the Company's Common Stock on the preceding trading day as follows: (A) If quoted on the Nasdaq Stock Market or such other exchange or automated quotation system that the Company's Common Stock is not publicly traded at traded. In the Determination Dateevent the Common Stock ceases trading on the Nasdaq Stock Market or some other exchange or automated quotation system, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. . (ii) In the event that the Company objects to such determination as set forth in clause (i) above, then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. . (iii) In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement as set forth in clause (ii) above, then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiserdescribed in clause (ii) above, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. . (iv) The Company fees and expenses of the Holder Company's Appraiser shall each pay one half (1/2) of be paid by the Company, the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser shall be paid by the Holder, and the fees and expenses of the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share Appraiser shall be equal to (1) shared equally by the average of Company and the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination DateHolder.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value (aas defined below) In 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 as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (Warrant, or the portion thereof being cancelled) canceled, by surrender of this Warrant at the principal office of the Company together with notice the properly endorsed Notice of such election Exercise, in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: Y(A-B) X = Y (A - B) --------- ------ 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by under the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, "fair market value value" of a Share one share of Common Stock shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In Directors in good faith; provided, however, that (i) where no public market exists for the event that Common Stock at the time of such exercise, the Holder disagrees with may request a valuation of the Board Common Stock to be performed by an independent valuation firm selected by the Holder, at the sole cost and expense of Directors' determination of the Holder, which valuation shall be binding upon the Holder and the Company in determining "fair market value," and (ii) where a public market exists for the Common Stock at the time of such exercise, then the "fair market value value" per share shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board Over-The-Counter-Market Summary or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices last reported sale price of the Common Stock listed or the closing price quoted on the principal national securities Nasdaq National Market System or on any exchange on which the Common Stock is so tradedlisted, whichever is applicable, as published in each case The Wall Street Journal for the twenty five (205) trading days preceding prior to the Determination Datedate 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 the Company's initial public offering.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Stock Purchase Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Form of Subscription with notice of such election in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - A-B) --------- ------- 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Stock Purchase Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, if the Common Stock is traded on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, then the fair market value of a Share one share of Common Stock shall be determined the closing sales price for such stock (or the closing bid, if no sales were reported) as follows: quoted on such exchange or market (Aor the exchange or market with the greatest volume of trading in the Common Stock) If on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or, if not reported in The Wall Street Journal, then such other source as the Company's Board of Directors reasonably deems reliable. In the absence of such markets for Common Stock is not publicly traded at the Determination DateStock, the fair market value of a Share one share of Common Stock shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company Directors and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiserin good faith. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.13(a), the Holder may elect to receive Warrant Shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of shares of Warrant Shares computed using the following formula: X = Y (A - B) --------- A Where X = is the number of Warrant Shares to be issued to the Holder; . Y = the is The number of Warrant Shares purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant such calculation). A is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph Share (b) below, as at the time the net issue election date of such calculation). B is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this SectionSection 3(e), the fair market value of a Share Warrant Shares on the date of calculation shall be determined as followsmean with respect to each share of the Warrant Shares: (A) If the Company's if shares of Common Stock is are traded on a national securities exchange (an “Exchange”), the closing price of a share of the Common Stock of the Company as reported in The Wall Street Journal, or (B) if shares of Common Stock are not publicly traded at on an Exchange but trade in the Determination DateOver-the-Counter Bulletin Board, the closing price of a share of the Common Stock of the Company as reported by Bloomberg Financial markets or an equivalent reliable reporting service, or (C) if (A) and (B) are not applicable, the fair market value of a Share shall be at the highest price per share which the Company could obtain on the date of calculation from a value reasonably determined willing buyer for Warrant Shares sold by the Company's Board of Directors. In the event that the Holder disagrees with , fom authorized but unissued Warrant Shares, as determined in good faith by the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to unless the Company within 20 days after the Board is at such time involved in any consolidation or merger of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt with or into another entity, the sale or transfer of all or substantially all of the Holder's appraisalassets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, then the fair market value determined by the Holder's Appraiser shall be cash or property, in which case the fair market value of a Share. In Warrant Shares shall be deemed to be the event that value received by the Company objects holders of such stock pursuant to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiseracquisition. (BD) if Notwithstanding anything to the Company's Common Stock is publicly traded on contrary contained herein, fifty percent (50%) of any and all exercises of the Determination Date, the fair market value of a Share Warrants shall be equal to (1paid in cash in accordance with Section 3(a) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Datenot net exercised under this Section 3(e).

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth and delivering payment in the manner provided in Section 3.12(b), the Registered Holder may elect to receive Shares equal to the value exercise all or any portion of this Warrant (by net exercise by giving notice of such election on the purchase/exercise form appended hereto as Exhibit B duly executed by such Registered Holder or the portion thereof being cancelled) by surrender of this Warrant such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company together may designate, along with notice a copy of such election this Warrant, in which event the Company shall issue to the such Registered Holder a number of Warrant Shares computed using the following formula: X = Y (A - B) --------- A Where where X = the number of Warrant Shares to be issued to the Registered Holder; . Y = the number of Warrant Shares purchasable under this Warrant, or if only a portion of this Warrant is being cancelled, as set out on the gross number of Shares covered by the portion of this Warrant being cancelled; purchase/exercise form. A = the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to Warrant Share on the date of such calculations)net exercise. Such Shares shall be issued as soon as practicable after B = the Determination DatePurchase Price. (bii) For purposes of this SectionSection 2(d), the “fair market value of a Warrant Share on the date of net exercise” shall be determined as followsmean with respect to each Warrant Share: (Aa) If if the exercise is in connection with consummation of the sale of the securities of the Company (or an affiliate (as defined in Rule 405 under the Securities Act) thereof) pursuant to a registration statement filed by the Company (or an affiliate thereof) under the Securities Act), in connection with a firm commitment underwritten offering to the general public (an “IPO”), and if the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined ’s registration statement relating to such public offering has been declared effective by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder (initial “Price to Public” per share specified in the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished final prospectus with respect to the Company within 20 days after offering, or (b) if this Warrant is exercised following the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisalIPO, then the fair market value determined by the Holder's Appraiser Fair Market Value shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and equal the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each closing prices of the Company's Appraiser’s Ordinary Share, as reported on the Holder's Appraiser principal stock exchange on which the Company’s shares are traded at such time for the thirty (30) consecutive trading days immediately preceding the exercise of the Warrant; or (c) if this Warrant is exercised in connection with a Merger and Acquisition or a Liquidation Event—the Third Appraiser.price per Warrant Share paid or otherwise distributed in such transaction or other event; (B) if the Company's Common Stock (A) is publicly traded on the Determination Datenot applicable, the fair market value of a Warrant Share shall be equal at the per share valuation as determined by an independent third-party valuation firm within the prior twelve (12) months approved in good faith by the Company’s Board of Directors (the “Board”), unless the Company is at such time subject to (1) the average a consolidation or merger of the closing prices quoted on Company with or into another corporation (other than a consolidation or merger in which the Nasdaq Stock Exchange, Inc., if applicableCompany is the surviving entity), or the average any transfer of all or substantially all of the last bid and asked prices assets of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so tradedCompany, in each which case for the twenty (20) trading days preceding fair market value of Warrant Share shall be deemed to be the Determination Datevalue received by the holders of Ordinary Shares pursuant to such acquisition.

Net Issue Exercise. (a) In lieu of exercising this Warrant as the payment methods set forth in Section 3.14 above, immediately prior to, or at any time after, the closing of an Initial Public Offering, the Holder may elect to receive 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 (or as provided in this Section 5, the portion thereof Holder shall tender to the Company the Warrant for the amount being cancelled) by surrender of this Warrant at the principal office exchanged, with written notice of the Company together with notice Holder's election to exchange some or all of such election in which event the Warrant, and the Company shall issue to the Holder a 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 this Warrant, or if only a portion the amount of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; exchanged (as adjusted to the date of such calculation). A = the fair market value Fair Market Value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and . B = the Exercise Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares 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 issued as soon as practicable delivered to the Holder promptly after the Determination Date. (b) For purposes 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 SectionWarrant to the contrary, fair market value 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 determined as follows: (A) the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Company's Common Stock 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 publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valuecompleted, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") exercise of this Warrant shall not be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraisereffective. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Purchase Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at (with the principal office of the Company together with notice of such election exercise form attached hereto as Exhibit A duly executed) in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: X = Y (A - 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Purchase Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Common Stock shall be determined as follows: : (Ai) If if the Company's Common Stock class of stock of which the Warrant Shares are a part is not publicly traded at listed on a national stock exchange, on the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueNASDAQ National Market System or on any other over-the-counter market, then the such fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to closing price per share reported for such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to class on such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement national stock exchange or on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicableNASDAQ National Market System, or the average of the last bid final "bid" and asked "asked" prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the reported on such over-the-counter-counter market, or as applicable, at the close of business on the date of calculation, as reported in the Wall Street Journal; and (2ii) if the Common Stock class of stock of which the Warrant Shares are a part is then traded not listed on a any national securities stock exchange, on the average NASDAQ National Market System or on any other over-the- counter market, then the Board of Directors of the high and low closing prices Company shall determine such fair market value as of the Common Stock listed on date of calculation in its reasonable good faith judgment, and shall (upon written request by Holder) advise Holder of such determination prior to any decision by the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Dateregistered Holder to exercise its purchase rights under this Warrant.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1the Warrants for cash, the Warrant Holder may elect to [**]=Confidential Treatment requested for redacted portion receive Shares shares of Common Stock equal to the value (as determined below) of this Warrant the Warrants (or the portion thereof being cancelledexercised) by surrender of this the Participation Warrant Agreement at the principal office of the Company together with notice the duly executed Notice of such election Exercise in which event the Company shall issue to the Warrant Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (X=Y(A-B)/ A - B) --------- A Where X = 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 this Warrantthe Warrants or, or if only a portion of this Warrant the Warrants is being cancelledexercised, the gross number of Shares covered by the portion of this Warrant the Warrants being cancelledexercised; A = A= the fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded (at the Determination Datedate of such calculation); and B= Exercise Price (at the date of such calculation). For purposes of this Section 5(b), the calculations contemplated by this Section 5(b) shall be made as of the close of business on the trading day immediately preceding the date of the delivery of this Warrant Agreement and the related Notice of Exercise and the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt one share of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the sales price, regular way, as reported on Nasdaq or if no such reported sale takes place, the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices, regular way, as reported on Nasdaq or if no such bid or ask prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchangeare reported, the average of the high bid and low closing ask prices of a New York Stock Exchange member. The Company shall deliver, or cause to be delivered, the shares of Common Stock listed on issuable upon a net issue exercise pursuant this Section 5(b) within two business days of the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Datesurrender of this Warrant Agreement and related Exercise Notice.

Net Issue Exercise. Notwithstanding any provision herein to the contrary, if the Fair Market Value (aas defined below) In of one share of Warrant Stock is greater than the Purchase Price (at the date of the calculation as set forth below) for that share, in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Registered Holder of this Warrant may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with notice of such election in which event election. In such event, the Company shall issue to the Registered Holder a number of Shares computed using the following formula: X = Y (A - B) --------- A Where X = the number of Shares to be issued shares of Warrant Stock, calculated to the Holder; Y = nearest full share, obtained by (X) multiplying (i) the number of Shares shares of Warrant Stock purchasable under this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; A = canceled (at the fair market value date of such calculation) by (ii) the difference between the Fair Market Value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Warrant Stock (b) below, as at the time date of such calculation) and the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise per share Purchase Price (as adjusted to the date of such calculationscalculation), and (Y) dividing the product thereof by the Fair Market Value of one share of the Warrant Stock. Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this SectionWarrant, fair market value the “Fair Market Value” of a Share one share of Warrant Stock shall be determined as follows: (i) if the Company’s common stock is then traded on the NASDAQ National Market System or any national securities exchange, the product of (A) If the number of shares of common stock issuable upon the conversion of a single share of Warrant Stock, multiplied by (B) the last reported sale price of the common stock or the closing price quoted on the NASDAQ National Market System or any national securities exchange on which the common stock is listed, whichever is applicable, as published in The Wall Street Journal the trading day prior to the date of exercise, or (ii) if a public market for the Company's Common Stock is ’s common stock does not publicly traded exist at the Determination Datetime of exercise, the fair market value of a Share shall be a value reasonably share of Warrant Stock on the date immediately preceding the date of exercise as determined in good faith by the Company's ’s Board of Directors, or (iii) if the Warrant is exercised in connection with a Public Offering, the product of (A) the number of shares of common stock issuable upon conversion of a single share of Warrant Stock, multiplied by (B) the initial public offering price of the Company’s common stock. In If the event Registered Holder informs the Company in writing that the Holder it disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be of a share of Warrant Stock as determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination Directors in accordance with subsection (ii) of fair valuethe preceding sentence within five business days of the date of such determination, and if the Company does not object and the Registered Holder shall select a mutually acceptable regional or national investment bank to determine the fair market value of a share of Warrant Stock on the date immediately preceding the date of exercise and such determination within 15 days after receipt of the Holder's appraisal, then shall be conclusive. If the fair market value determined by the Holder's Appraiser shall be investment bank is less than or equal to the fair market value determined by the Board of a Share. In Directors, the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination cost of the Holder's Appraiser valuation shall be paid by the Registered Holder and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on if the fair market value of a Share, and such agreed value shall be determined by the investment bank is greater than the fair market value determined by the Board of a Share. In Directors, the event that cost of the valuation shall be paid by the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1the Warrants for cash, the Warrant Holder may elect to receive Shares shares of Common Stock equal to the value (as determined below) of this Warrant the Warrants (or the portion thereof being cancelledexercised) by surrender of this the Participation Warrant Agreement at the principal office of the Company together with notice the duly executed Notice of such election Exercise in which event the Company shall issue to the Warrant Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (X=Y(A-B)/ A - B) --------- A Where X = 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 this Warrantthe Warrants or, or if only a portion of this Warrant the Warrants is being cancelledexercised, the gross number of Shares covered by the portion of this Warrant the Warrants being cancelledexercised; A = A= the fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded (at the Determination Datedate of such calculation); and B= Exercise Price (at the date of such calculation). For purposes of this Section 5(b), the calculations contemplated by this Section 5(b) shall be made as of the close of business on the trading day immediately preceding the date of the delivery of this Warrant Agreement and the related Notice of Exercise and the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt one share of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the sales price, regular way, as reported on Nasdaq or if no such reported sale takes place, the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices, regular way, as reported on Nasdaq or if no such bid or ask prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchangeare reported, the average of the high bid and low closing ask prices of a New York Stock Exchange member. The Company shall deliver, or cause to be delivered, the shares of Common Stock listed on issuable upon a net issue exercise pursuant this Section 5(b) within two business days of the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Datesurrender of this Warrant Agreement and related Exercise Notice.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.12(a), the Registered Holder may elect to receive Shares shares of Warrant Stock equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to the such Registered Holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Warrant Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Warrant Stock purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the The Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination DateSection 2(c), the fair market value of a Share one share of Warrant Stock on the date of calculation shall be a value reasonably determined mean: (A) if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder product of (x) the "Holder's Appraiser") and whose appraisal (initial “Price to Public” per share specified in the "Holder's Appraisal") shall be furnished final prospectus with respect to the Company within 20 days after offering and (y) the Board number of Directors' determination shares of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser.Warrant Stock; (B) if the Company's Common Stock (A) is publicly traded on the Determination Datenot applicable, the fair market value of a Share Warrant Stock shall be equal to (1) at the average of highest price per share which the closing prices quoted Company could obtain on the Nasdaq date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock Exchangesold by the Company, Inc.from authorized but unissued shares, if applicabledetermined in good faith by the Board of Directors, or unless the average of the last bid and asked prices of the Common Stock quoted Company is at such time subject to an acquisition as described in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2Section 8(b) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so tradedbelow, in each which case for the twenty (20) trading days preceding fair market value of Warrant Stock shall be deemed to be the Determination Datevalue received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.13(a), the Holder may elect to receive Warrant Shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of shares of Warrant Shares computed using the following formula: X = Y (A - B) --------- A Where X = is the number of Warrant Shares to be issued to the Holder; . Y = the is The number of Warrant Shares purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant such calculation). A is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph Share (b) below, as at the time the net issue election date of such calculation). B is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this SectionSection 3(e), the fair market value of a Share Warrant Shares on the date of calculation shall be determined as followsmean with respect to each share of the Warrant Shares: (A) If the Company's if shares of Common Stock is are traded on a national securities exchange (an "EXCHANGE"), the closing price of a share of the Common Stock of the Company as reported in The Wall Street Journal, or (B) if shares of Common Stock are not publicly traded at on an Exchange but trade in the Determination DateOver-the-Counter Bulletin Board, the closing price of a share of the Common Stock of the Company as reported by Bloomberg Financial markets or an equivalent reliable reporting service, or (C) if (A) and (B) are not applicable, the fair market value of a Share shall be at the highest price per share which the Company could obtain on the date of calculation from a value reasonably determined willing buyer for Warrant Shares sold by the Company's Board of Directors. In the event that the Holder disagrees with , fom authorized but unissued Warrant Shares, as determined in good faith by the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to unless the Company within 20 days after the Board is at such time involved in any consolidation or merger of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt with or into another entity, the sale or transfer of all or substantially all of the Holder's appraisalassets of the Company or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, then the fair market value determined by the Holder's Appraiser shall be cash or property, in which case the fair market value of a Share. In Warrant Shares shall be deemed to be the event that value received by the Company objects holders of such stock pursuant to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiseracquisition. (BD) if Notwithstanding anything to the Company's Common Stock is publicly traded on contrary contained herein, fifty percent (50%) of any and all exercises of the Determination Date, the fair market value of a Share Warrants shall be equal to (1paid in cash in accordance with Section 3(a) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Datenot net exercised under this Section 3(e).

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth and delivering payment in the manner provided in Section 3.12(b), the Registered Holder may elect to receive Shares equal to the value exercise all or any portion of this Warrant (by net exercise by giving notice of such election on the purchase/exercise form appended hereto as Exhibit B duly executed by such Registered Holder or the portion thereof being cancelled) by surrender of this Warrant such Registered Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company together may designate, along with notice a copy of such election this Warrant, in which event the Company shall issue to the such Registered Holder a number of Warrant Shares computed using the following formula: X = X= Y (A - B) --------- A Where X = where X= the number of Warrant Shares to be issued to the Registered Holder; Y = . Y= the number of Warrant Shares purchasable under this Warrant, or if only a portion of this Warrant is being cancelled, as set out on the gross number of Shares covered by the portion of this Warrant being cancelled; A = purchase/exercise form. A= the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to Warrant Share on the date of such calculations)net exercise. Such Shares shall be issued as soon as practicable after B= the Determination DatePurchase Price. (bii) For purposes of this SectionSection 2(d), the “fair market value of a Warrant Share on the date of net exercise” shall be determined as followsmean with respect to each Warrant Share: (Aa) If if the exercise is in connection with consummation of the sale of the securities of the Company (or an affiliate (as defined in Rule 405 under the Securities Act) thereof) pursuant to a registration statement filed by the Company (or an affiliate thereof) under the Securities Act), in connection with a firm commitment underwritten offering to the general public (an “IPO”), and if the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined ’s registration statement relating to such public offering has been declared effective by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder (initial “Price to Public” per share specified in the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished final prospectus with respect to the Company within 20 days after offering, or (b) if this Warrant is exercised following the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisalIPO, then the fair market value determined by the Holder's Appraiser Fair Market Value shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and equal the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each closing prices of the Company's Appraiser’s Ordinary Share, as reported on the Holder's Appraiser principal stock exchange on which the Company’s shares are traded at such time for the thirty (30) consecutive trading days immediately preceding the exercise of the Warrant; or (c) if this Warrant is exercised in connection with a Merger and Acquisition or a Liquidation Event - the Third Appraiser.price per Warrant Share paid or otherwise distributed in such transaction or other event; (B) if the Company's Common Stock (A) is publicly traded on the Determination Datenot applicable, the fair market value of a Warrant Share shall be equal at the per share valuation as determined by an independent third-party valuation firm within the prior twelve (12) months approved in good faith by the Company’s Board of Directors (the “Board”), unless the Company is at such time subject to (1) the average a consolidation or merger of the closing prices quoted on Company with or into another corporation (other than a consolidation or merger in which the Nasdaq Stock Exchange, Inc., if applicableCompany is the surviving entity), or the average any transfer of all or substantially all of the last bid and asked prices assets of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so tradedCompany, in each which case for the twenty (20) trading days preceding fair market value of Warrant Share shall be deemed to be the Determination Datevalue received by the holders of Ordinary Shares pursuant to such acquisition.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.12, the Registered Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company Celtrix together with notice of such election in which event the Company Celtrix shall issue to the Holder holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Common Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Common Stock purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise The Warrant Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination DateSection 13(a), the fair market value of one share of Common Stock on the date of calculation shall mean: (A) if this Warrant is exercised at a Share shall be time when Celtrix Common Stock is traded on a value reasonably determined by securities exchange or The Nasdaq Stock Market, The Nasdaq SmallCap Market or is actively traded over-the-counter, the Company's Board closing sale price of Directors. In Celtrix Common Stock on the event that day prior to the Holder disagrees with date the Board of Directors' determination of fair market valueWarrant is submitted for exercise, then but if no such closing sale price is available, then: (1) if Celtrix Common Stock is traded on a securities exchange, The Nasdaq Stock Market, or The Nasdaq SmallCap Market, the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall deemed to be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on over a thirty (30) day period ending three days before the Nasdaq Stock Exchange, Inc., date of calculation; or (2) if applicable, or the average of the last bid and asked prices of the Celtrix Common Stock quoted in the Nasdaq OTC Bulletin Board or the is actively traded over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, fair market value shall be deemed to be the average of the high and low closing prices bid or sales price (whichever is applicable) over the thirty (30) day period ending three days before the date of calculation; or (B) if (A) is not applicable, the fair market value shall be at the highest price per share which Celtrix could obtain on the date of calculation from a willing buyer (not a current employee or director or an affiliate thereof) for shares of Common Stock sold by Celtrix, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless Celtrix is at such time subject to a Corporate Transaction described in subsection 13(ii) above, in which case the fair market value per share of Common Stock shall be deemed to be the value of the Common Stock listed on consideration per share received by the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Dateholders of such stock pursuant to such Corporate Transaction.

Net Issue Exercise. (a) In lieu of exercising this Warrant pursuant to Section 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 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 set forth in Section 3.1the 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 Holder may elect Warrantholder shall be entitled to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of to the Company together with notice of such election election, in which event the Company shall issue to the Holder 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 - Y(A-B) --------- ---------- A Where Where: X = the number of Shares shares of Common Stock to be issued to the HolderWarrantholder under this Section 2.2; Y = the number of Shares shares of Common Stock otherwise purchasable under this WarrantWarrant (at the date of such calculation) or, or if only a portion of this Warrant is being cancelledexercised, the gross number of Warrant Shares covered by the portion of this Warrant being cancelledexercised; A = the fair market value Current Market Price of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (b) Current Market Price. For purposes of this SectionSection 2.2, fair market value Current Market Price of a Share shall be determined as follows: (A) If one share of the Company's Common Stock is not publicly traded at the Determination Dateshall mean, the fair market value as of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and any date: the average of two appraisals, consisting the daily closing prices per share of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange or on The Nasdaq Stock Market's ("Nasdaq") National Market, on which the Common Stock is so tradedlisted or admitted to trading, in each case for the twenty five (205) trading days preceding ending on the Determination Datesecond 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 the "pink sheets" published by the National Quotation Bureau, Inc. for the 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 Directors of the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Purchase Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at (with the principal office of the Company together with notice of such election exercise form attached hereto as Exhibit A duly executed) in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: X = Y (A - 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Purchase Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Common Stock shall be determined as follows: : (Ai) If if the Company's Common Stock class of stock of which the Warrant Shares are a part is not publicly traded at listed on a national stock exchange, on the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueNASDAQ National Market System or on any other over-the-counter market, then the such fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to closing price per share reported for such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to class on such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement national stock exchange or on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicableNASDAQ National Market System, or the average of the last bid final "bid" and asked "asked" prices reported on such over-the- counter market, as applicable, at the close of business on the Common Stock quoted date of calculation, as reported in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or Wall Street Journal; and (2ii) if the Common Stock class of stock of which the Warrant Shares are a part is then traded not listed on a any national securities stock exchange, on the average NASDAQ National Market System or on any other over-the- counter market, then the Board of Directors of the high and low closing prices Company shall determine such fair market value as of the Common Stock listed on date of calculation in its reasonable good faith judgment, and shall (upon written request by Holder) advise Holder of such determination prior to any decision by the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Dateregistered Holder to exercise its purchase rights under this Warrant.

Net Issue Exercise. In addition to and without limiting the rights of the Holder under the terms of the Warrant, during anytime after the Registration Date (a) In lieu of exercising this Warrant as set forth defined in Section 3.110(b)(i)) the Company fails to maintain an effective Registration Statement (as defined in Section 10(b)(i)), except for extensions of time to file reports permitted by Rule 12b-25 or any successor rule (but in such event, not 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 receive Shares equal convert the Warrant or any portion thereof (the “Conversion Right”) into shares of Common Stock as provided in this Section 3(b) at any time or from time to time during the term of the Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the value of this Warrant (or the portion thereof being cancelled) by surrender of this “Converted Warrant at the principal office of the Company together with notice of such election in which event Shares”), the Company shall issue deliver to the Holder a (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 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 this Warrant, or if only a portion of this Converted Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; Shares; A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock on the Conversion Date (b) as defined below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price per share exercise price of the Warrant (as adjusted to the date of such calculationsConversion Date). Such Shares The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of shares to be issued as soon as practicable after determined in accordance with the Determination Date. (b) For purposes of this Sectionforegoing formula is other than a whole number, fair market value of a Share the Company shall be determined as follows: (A) If pay to the Company's Common Stock is not publicly traded at the Determination Date, Holder an amount in cash equal to the fair market value of a Share the resulting fractional share on the Conversion Date. Shares issued pursuant to the Conversion Right shall be a value reasonably determined by treated as if they were issued upon the Company's Board exercise of Directorsthe Warrant. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall The Conversion Right may be determined by an appraiser selected exercised by the Holder by the surrender of the Warrant at the principal office of the Company together with the Notice of Exercise attached hereto as Exhibit A, duly completed to 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 the Company of the Warrant together with the aforesaid Exercise Notice, or on such later date as is specified therein (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser“Conversion Date”), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a) In lieu of exercising this Warrant as the payment methods set forth in ------------------ Section 3.12.1 (b) above, the Holder may elect to receive Shares exchange all or some of the Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If Holder elects to exchange this Warrant (as provided in this Section 2.2, Holder shall tender to the Company the Warrant for the amount being exchanged, along with written notice of Holder's election to exchange some or the portion thereof being cancelled) by surrender of this Warrant at the principal office all of the Company together with notice of such election in which event Warrant, and the Company shall issue to Holder the Holder a number of Shares shares of the Common Stock computed using the following formula: X = Y (A - 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 this Warrant, or if only a portion the amount of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; exchanged (as adjusted to the date of such calculation). A = the fair market value Fair Market Value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and Company's Common Stock. B = the Exercise Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares All references herein to an "exercise" of the Warrant shall be issued as soon as practicable after the Determination Date. (b) For purposes of include an exchange pursuant to this Section, fair market value Section 2.2. Upon receipt of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each written notice of the Company's Appraiserintention to raise capital by selling shares of Common Stock in an IPO (the "IPO Notice"), which notice shall be delivered to Holder at least forty- ---------- five (45) but not more than ninety (90) days before the anticipated date of the filing with the Securities and Exchange Commission of the registration statement associated with the IPO, the Holder shall promptly notify the Company whether or not the Holder will exercise this Warrant pursuant to this Section 2.2 prior to consummation of the IPO. Notwithstanding whether or not an IPO Notice has been delivered to Holder or any other provision of this Warrant to the contrary, if Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission (the "SEC") in connection with --- the IPO, this Warrant shall be deemed exercised on the consummation of the IPO and the Fair Market Value of a share of Common Stock will be the price at which one share of Common Stock was sold to the public in the IPO. If Holder has elected to exercise this Warrant pursuant to this Section 2.2 while a registration statement is on file with the Securities and Exchange Commission in connection with an IPO and the IPO is not consummated, then Holder's Appraiser and exercise of this Warrant shall not be effective unless Holder confirms in writing Holder's intention to go forward with the Third Appraiserexercise of this Warrant. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a) In lieu of exercising this Warrant as the payment methods set forth in Section 3.14 above, immediately prior to, or at any time after, the closing of an Initial Public Offering, the Holder may elect to receive 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 (or as provided in this Section 5, the portion thereof Holder shall tender to the Company the Warrant for the amount being cancelled) by surrender of this Warrant at the principal office exchanged, with written notice of the Company together with notice Holder's election to exchange some or all of such election in which event the Warrant, and the Company shall issue to the Holder a the number of Shares computed using the following formula: X = Y (A - A-B) --------- ------- A Where X = the number of Shares to be issued to the Holder; . Y = the number of Shares purchasable under this Warrant, or if only a portion the amount of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; exchanged (as adjusted to the date of such calculation). A = the fair market value Fair Market Value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and . B = the Exercise Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares 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 issued as soon as practicable delivered to the Holder promptly after the Determination Date. (b) For purposes 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 SectionWarrant to the contrary, fair market value 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 determined as follows: (A) the price at which one share of Common Stock was sold to the public in the Initial Public Offering. If the Company's Common Stock 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 publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valuecompleted, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") exercise of this Warrant shall not be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraisereffective. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth payment of the Exercise Price by bank check or wire transfer in accordance with Section 3.12.1 hereof, the Registered Holder may elect to receive Shares equal pay the Exercise Price by surrendering this Warrant to the value of this Warrant (or Company in exchange for the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of Shares computed using shares of Common Stock determined in accordance with the following formula: X = Y (A - A-B) --------- ------- A Where Where: X = the number of Shares shares of Common Stock to be issued to the Registered Holder; Y = the number of Warrant Shares purchasable requested to be exercised under this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, share of Common Stock (as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of calculation); and B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Sectionthe above calculation, current fair market value of a Share Common Stock shall be determined as followsmean with respect to each share of Common Stock: (Ai) If this Warrant is exercised in connection with an initial public offering of the Common Stock, and if the Company's Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission (the "Commission"), then the fair market value per share of Common Stock shall be the "Initial Price to Public" specified in the final prospectus filed with the Commission with respect to such offering; (ii) If this Warrant is exercised prior to, and not in connection with, an initial public offering of Common Stock and if the Common Stock is not publicly then quoted in the Over-The-Counter Market Summary or on The Nasdaq Stock Market or traded at on an exchange, then the Determination Date, the current fair market value of a Share Common Stock shall be a value reasonably as determined in good faith by the Company's Board of Directors. In , unless (a) the event that Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Holder disagrees with Company is not the Board surviving party, or (b) the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company shall be the surviving party and in which all or substantially all of Directors' determination the outstanding shares of fair market valueCommon Stock shall be changed into or exchanged for stock or other securities of any other party or cash or any other property, then in which case the fair market value per share of Common Stock shall be determined by an appraiser selected deemed to be the value received by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board holders of Directors' determination of fair value, and if the Company does not object Common Stock pursuant to such determination within 15 days after receipt merger, acquisition or consolidation; and (iii) If this Warrant is exercised not in connection with an initial public offering of Common Stock and the Holder's appraisalCommon Stock quoted in the Over-The-Counter Market Summary or on The Nasdaq Stock Market or traded on an exchange, then the fair market value determined by the Holder's Appraiser shall be the current fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value Common Stock shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the weighted average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or on The Nasdaq OTC Bulletin Board Stock Market or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed price quoted on the principal national securities exchange on which the Common Stock is so traded, as the case may be, as published in each case the Wall Street Journal for the twenty ten (2010) trading days preceding ------------------- day period ending one day prior to the Determination Datedate of determination of such fair market value.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in pursuant to ------------------ Section 3.1, the 3.1 Holder may elect to receive Shares a number of shares equal to the value (as determined below) of this Warrant (or the any portion thereof being cancelledremaining unexercised) by surrender of this Warrant at the principal office of BrightCube, or at such other address as BrightCube may designate by notice in writing to the Company holder hereof, together with notice the Notice of such election Exercise attached hereto as Exhibit A --------- and incorporated herein by reference, in which event the Company BrightCube shall issue to the Holder a number of Shares computed using the following formula: X = Y (A - Y(A-B) --------- ------ A Where Where: X = the number of Shares to be issued to the Holder; . Y = the number of Shares purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such exercise). A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise Warrant Price (as adjusted to the date of such calculationsexercise). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, subsection fair market value of a one Share shall mean: (a) the average of the closing bid and asked prices of the common stock quoted in the NASDAQ National Market System or the Over-the-Counter market or the closing price quoted 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 the date of determination of the fair market value; or (b) if the common stock is not publicly traded, the per share fair market value of the common stock shall be determined as follows: (A) in good faith by BrightCube's Board of Directors. If Holder disagrees with the Company's Common Stock is not publicly traded at determination by the Determination Date, Board of Directors of the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, common stock then the such fair market value shall be determined by an independent appraiser selected jointly by the Holder (the "Holder's Appraiser") BrightCube and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) cost of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share such appraisal shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid paid equally by BrightCube and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination DateHolder.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Purchase Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at (with the principal office of the Company together with notice of such election exercise form attached hereto as Exhibit A duly executed) in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: X = Y (A - 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Purchase Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Common Stock shall be determined as follows: : (Ai) If if the Company's Common Stock class of stock of which the Warrant Shares are a part is not publicly traded at listed on a national stock exchange, on the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueNASDAQ National Market System or on any other over-the-counter market, then the such fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to closing price per share reported for such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to class on such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement national stock exchange or on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicableNASDAQ National Market System, or the average of the last bid final "bid" and asked "asked" prices reported on such over-the- counter market, as applicable, at the close of business on the Common Stock quoted date of calculation, as reported in the Nasdaq OTC Bulletin Board Wall Street Journal; and (ii) if the class of stock of which the Warrant Shares are a part is not listed on any national stock exchange, on the NASDAQ National Market System or the on any other over-the-counter-counter market, or (2) if then the Common Stock is then traded on a national securities exchange, the average Board of Directors of the high and low closing prices Company shall determine such fair market value as of the Common Stock listed on date of calculation in its reasonable good faith judgment, and shall (upon written request by Holder) advise Holder of such determination prior to any decision by the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Dateregistered Holder to exercise its purchase rights under this Warrant.

Net Issue Exercise. (a) In lieu addition to and without limiting the rights of exercising this Warrant as set forth in Section 3.1the holder under the terms hereof, the Holder holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder holder a number of Shares shares of the Company's Series D Preferred Stock or Conversion Stock computed using the following formula: X = Y (A - X=Y(A-B) --------- ------ A Where X = the - The number of Shares shares of Series D Preferred Stock or Conversion Stock to be issued to the Holder; holder of this Warrant. Y = the - The number of Shares shares of Series D Preferred Stock or Conversion Stock purchasable under this Warrant. A - If such exercise is prior to Company's IPO, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Shareshare of the Company's Common Stock issuable on conversion of the Series D Preferred Stock; and if such exercise occurs following the Company's IPO, the fair market value of one share of the Company's Common Stock. B - Exercise Price on the date of exercise. (b) No payment of any cash or other consideration to the Company shall be required from the holder of this warrant in connection with any exercise of this Warrant by exchange pursuant to this Section 5. Such exchange shall be effective upon the date of receipt by the Company of the original Warrant surrendered for cancellation and a written request from the holder that the exchange pursuant to this Section 5 be made, or at such later date as may be specified in such request. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange shall be issued, and the Company shall in lieu thereof make payment to the holder of cash in the amount of such fraction multiplied by the fair market value of one share of Common Stock issuable upon the conversion of the Series D Preferred Stock on the date of the exchange. (c) For the purposes of this Section 5, the "fair market value" of the shares of Series D Preferred Stock shall be calculated on the basis of (a) if the Common Stock issuable upon the conversion of the Series D Preferred Stock is then traded on a securities exchange, the average of the closing prices of such Common Stock on such exchange over the 30-day period ending three (3) days prior to the date of exercise, (b) if the Common Stock issuable upon the conversion of the Series D Preferred Stock is then regularly traded over-the-counter, the average of the sale prices or secondarily the closing bid of such Common Stock over the 30-day period ending three (3) days prior to the date of exercise, or (c) if there is no active public market for the Common Stock issuable upon the conversion of the Series D Preferred Stock, the fair market value thereof as determined in good faith by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination DateCompany. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth by delivering cash in Section 3.1payment of the exercise price, the Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of Shares shares of the Company’s Preferred Stock computed using the following formula: X = Y (A - B) --------- A Where X = the - The number of Shares shares of Preferred Stock to be issued to the Holder; . Y = - the number of Shares shares of Preferred Stock purchasable under this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; . A = - the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and Preferred Stock. B = the Exercise - Warrant Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, the fair market value of a Share the Preferred Stock shall be determined mean the average of the closing bid and asked prices of the Preferred Stock quoted in the Over-The-Counter Market Summary or the closing price quoted on any exchange on which the Preferred Stock is listed, whichever is applicable, as follows: (A) published in the Western Edition of The Wall Street Journal for the ten trading days prior to the date of determination of fair market value. If the Company's Common Preferred Stock is not publicly traded at the Determination DateOver-The-Counter or on an exchange, the fair market value of a Share shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as such price shall be agreed by the Company and the Holder; provided, however, that if the Company and the Holder are unable to mutually agree upon the fair market value, and the value reasonably determined asserted by the Holder is not greater than one hundred ten percent (110%) of the value asserted by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected the sum of (1) the value asserted by the Holder Company and (2) fifty percent (50%) of the "Holder's Appraiser") and whose appraisal (difference between the "Holder's Appraisal") shall be furnished to value asserted by the Company within 20 days after and the Board of Directors' determination of fair valuevalue asserted by the Holder; provided further, and however, that if the Company does not object and the Holder are unable to such determination within 15 days after receipt of the Holder's appraisal, then mutually agree upon the fair market value determined and the immediately preceding proviso is not operative, the Company and the Holder shall, within five (5) days from the date that either party determines that they cannot agree, jointly retain an investment banking firm, or a nationally recognized accounting firm or other firm providing similar valuation services, satisfactory to each of them. If the Company and the Holder are unable to agree on the selection of such a firm within such five (5) day period, the Company and the Holder shall, within twenty (20) days after expiration of such five day period, each retain a separate independent investment banking firm (which firm, in either case, shall not be the investment banking firm regularly retained by the Company or the Holder's Appraiser ). If either the Company or the Holder fail to retain such an investment banking firm during such twenty (20) day period, then the independent investment banking firm retained by the Holder or the Company, as the case may be, shall be alone take the actions described below. Such firms shall determine within thirty (30) days of being retained the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination share of the Holder's Appraiser Preferred Stock and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal deliver their opinion in writing to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet Holder as to negotiate in good faith to reach agreement on the fair market value of a Share, and value. If such agreed value shall be firms cannot jointly agree upon the fair market value of a Share. In value, then, unless otherwise directed in writing by both the event that the Company's Appraiser Company and the Holder's Appraiser are unable to reach agreement then , such Appraisers firms, in their sole discretion, shall select an appraiser (choose another investment banking firm independent of the "Third Appraiser") within 5 days after the meeting between Company and the Holder's Appraiser , which firm shall make such determination and render such an opinion as promptly as practicable. In either case, the Company's Appraiser, and the average of two appraisals, consisting of the appraisal determination so made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company fees and expenses for such determination made by any and all such investment banking or other firms shall be allocated as follows: (i) the Holder shall be solely responsible for the first Three Thousand Dollars ($3,000) of the fees and expenses, (ii) the Company shall be solely responsible for the second Three Thousand Dollars ($3,000) of the fees and expenses, and (iii) the Holder and the Company shall each pay one half be responsible for fifty percent (1/250%) of the fees and expenses in excess of each Six Thousand Dollars ($6,000). In the determination of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share share of Preferred Stock, there shall not be equal to (1) the average taken into consideration any premium for shares representing control of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, Company or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on any discount related to shares representing a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Dateminority interest therein.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in Section 3.1under subparagraph 2(a) above, the Holder Hu may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company Company, together with notice of such election election, in which event the Company shall issue to the Holder Hu a number of Shares computed using the following formula: X = Y (A - X= Y(A-B) --------- ------ A Where X = the Where: X= The number of Shares to be issued to the Holder; Y = Hu Y= the number of Shares purchasable to be exercised under this Warrant, or if only a portion Warrant at the time of this Warrant is being cancelled, such exercise (which number shall not exceed the gross total number of Shares covered by the portion of exercisable under this Warrant being cancelled; A = at the time of such tender.) A= the fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph (b) below, as Common Stock at the time of such exercise. B= the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise per share Warrant Price (as adjusted to through the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Dateexercise. (b) For purposes of this Sectionsubparagraph 2(b), the fair market value of a Share the Common Stock shall be determined as follows: (Aa) If the Company's Common Stock is not publicly if traded at the Determination Dateon a securities exchange, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on over the Nasdaq Stock Exchange, Inc., if applicable, or ten (10) day trading period immediately preceding three days before the average day the current fair market value of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the securities is being determined; or (b) if actively traded over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, fair market value shall be deemed to be the average of the high closing bid and low closing asked prices quoted on the Nasdaq system (or similar system) over the ten (10) day trading period immediately preceding three days before the day the current fair market value of the Common Stock listed securities is being determined. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the principal national securities exchange on date or dates upon which this Warrant is exercised. In the Common Stock is so tradedevent of any exercise of the rights represented by this Warrant, in each case certificates for the twenty shares of stock so purchased shall be delivered to Hu as soon as possible and in any event within fifteen (2015) trading days preceding of receipt of such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the Determination Dateportion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to Hu as soon as possible and in any event within such fifteen (15)-day period.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.11(a), the Registered Holder may elect to receive Shares shares of Warrant Stock equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Attachment A duly executed by such Registered Holder or such Registered Holder's duly authorized attorney, in which event the Company shall issue to the such Registered Holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Warrant Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Warrant Stock purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise The Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination DateSection 1(c), the fair market value of a Share Warrant Stock on the date of calculation shall be a value reasonably determined by mean with respect to each share of Warrant Stock: (A) if the exercise is in connection with the Company's Board of Directors. In IPO, and if the event that Company's Registration Statement relating to such IPO has been declared effective by the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser per share shall be the fair market value product of a Share. In (x) the event that initial "Price to Public" specified in the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal final prospectus with respect to the Company IPO and within 10 days after (y) the issuance number of such report to shares of Common Stock into which each share of Warrant Stock is convertible at the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value date of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser.calculation; (B) if the Company's Common Stock (A) is publicly traded on the Determination Datenot applicable, the fair market value of a Share Warrant Stock shall be equal to (1) at the average of highest price per share which the closing prices quoted Company could obtain on the Nasdaq date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock Exchangesold by the Company, Inc.from authorized but unissued shares, if applicableas determined in good faith by the Board of Directors, or unless the average of the last bid and asked prices of the Common Stock quoted Company is at such time subject to an acquisition as described in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2Section 5(b) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so tradedbelow, in each which case for the twenty (20) trading days preceding fair market value of Warrant Stock shall be deemed to be the Determination Datevalue received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. (ai) In lieu addition to and without limiting the rights of exercising this Warrant as set forth in Section 3.1the holder under the terms hereof, the Holder holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder holder a number of Shares shares of the Company's Series D Preferred Stock or Conversion Stock computed using the following formula: X = Y (A - X=Y(A-B) --------- ------ A Where X = the - The number of Shares shares of Series D Preferred Stock or Conversion Stock to be issued to the Holder; holder after exercise. Y = the - The number of Shares shares of Series D Preferred Stock or Conversion Stock purchasable under this Warrant. A - If such exercise is prior to Company's IPO, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Shareshare of the Company's Common Stock issuable on conversion of the Series D Preferred Stock; and if such exercise occurs following the Company's IPO, the fair market value of one share of the Company's Common Stock. B - Exercise Price on the date of exercise. (ii) No payment of any cash or other consideration to the Company shall be required from the holder of this Warrant in connection with any exercise of this Warrant by exchange pursuant to this Section 5. Such exchange shall be effective upon the date of receipt by the Company of the original Warrant surrendered for cancellation and a written request from the holder that the exchange pursuant to this Section 5 be made, or at such later date as may be specified in such request. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange shall be issued, and the Company shall in lieu thereof make payment to the holder of cash in the amount of such fraction multiplied by the fair market value of one share of Common Stock issuable upon the conversion of the Series D Preferred Stock on the date of the exchange. (iii) For the purposes of this Section 5, the "fair market value" of the shares of Series D Preferred Stock shall be calculated on the basis of (a) if the Common Stock issuable upon the conversion of the Series D Preferred Stock is then traded on a securities exchange, the average of the closing prices of such Common Stock on such exchange over the 30-day period ending three (3) days prior to the date of exercise, (b) if the Common Stock issuable upon the conversion of the Series D Preferred Stock is then regularly traded over-the-counter, the average of the sale prices or secondarily the closing bid of such Common Stock over the 30-day period ending three (3) days prior to the date of exercise, or (c) if there is no active public market for the Common Stock issuable upon the conversion of the Series D Preferred Stock, the fair market value thereof as determined in good faith by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination DateCompany. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in Section 3.1, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a 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 this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.13(a), the Registered Holder may elect to receive Shares shares of Warrant Stock equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice a Notice of such election Conversion in the form attached hereto as Attachment 3 in which event the Company shall issue to the Holder holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Warrant Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Warrant Stock purchasable under this Warrant, Warrant or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion thereof to be surrendered (at the date of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise The Warrant Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this SectionSection 3, the current fair market value of a Share Warrant Stock, with respect to each share of Warrant Stock, shall be determined as followsmean: (A1) If the Company's Common Stock exercise is not publicly traded at in connection with the Determination DateIPO, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the current fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished “price to the Company within 20 days after public” of one share of Common Stock in the Board final prospectus. (2) If the exercise is in connection with a Change of Directors' determination of fair valueControl, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the current fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market per share value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made received by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices holders of the Common Stock quoted in pursuant to the Nasdaq OTC Bulletin Board Change of Control, and the exercise shall be effective upon the closing of the Change of Control, subject to due, proper and prior surrender of this Warrant. (3) Otherwise, the current fair market value shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares sold by the over-the-counter-market, or (2) if the Company from authorized but unissued shares of Common Stock is then traded on a national securities exchange, the average as determined in good faith by its Board of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination DateDirectors.

Net Issue Exercise. (a) In lieu of exercising this Warrant making payment a monetary payment as set forth provided in Section 3.11.2 hereof upon exercise, the Holder may elect elect, in its sole discretion, to receive Shares shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof Warrants then being cancelled) exercised by surrender of this Warrant at Agreement to the principal office Company, together with the Notice of Exercise and notice of the Company together with notice of such election in which event net issue election. Thereupon, the Company shall issue to the Holder a the number of Shares computed using the following formula: X = Y (A - Y(A-B) --------- / A Where X = Where: X= the number of Shares to be issued to the Holder; Y = Holder pursuant to this Section 1.3. Y= the number of Shares purchasable under this Warrant, or if only a portion in respect of which the net issue exercise is being made. A= the current fair market value of one share of Common Stock. B= the Exercise Price at the time the net issue exercise is being made. For the purpose of this Warrant is being cancelledSection, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Sharethe Shares shall mean with respect to each share of Common Stock: If the Shares are listed on any national securities exchange or quoted on the Nasdaq National Market, Nasdaq Small Cap Market or the OTC Bulletin Board, the average of the closing prices of the Shares, sold on the primary securities exchange or market on which the Shares are at the time listed or traded, for the ten (10) trading days immediately prior to the day the Notice of Exercise is received by the Company; or If the Shares are not quoted on any national securities exchange or quoted on the Nasdaq National Market, Nasdaq Small Cap Market or the OTC Bulletin Board, the average of the mean between the highest bid and lowest asked price on such a day in the domestic over-the-counter market as reported by the National Quotation Bureau or any similar successor organization, for the thirty (30) calendar days immediately prior to the day the Notice of Exercise is received by the Company; If there is no public market for the Shares, the price determined by the Board of Directors of the Company pursuant to paragraph (b) below, as acting in good faith. Partial Exercise. This Warrant may be exercised for less than the full number of Shares available for exercise at the time the net issue election Notice of Exercise is made pursuant to this Section (submitted, in which case the "Determination Date"); and B = number of Shares receivable upon the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes exercise of this Section, fair market value of Warrant as a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiserwhole, and the average amount payable upon the exercise of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser)this Warrant as a whole, shall be conclusive and binding on proportionately reduced. Upon any such partial exercise, the Company and the Holder. The Company and at its expense will forthwith issue to the Holder shall each pay one half (1/2) a new Warrant Agreement of like tenor calling for Warrants to purchase the fees and expenses number of each shares of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal as to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Daterights have not been exercised.

Net Issue Exercise. (a) In lieu of exercising this paying the aggregate Warrant as set forth Price for the Shares by one of the payment methods specified in Section 3.12(b) above, the Holder may elect to receive Shares equal to the value of this Warrant Wan-ant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election election, in which event the Company shall issue to the Holder a number of Shares shares of the Company's Series B Preferred Stock computed using the following formula: X = Y (A - B) --------- X = ---------- A Where X = the number of Shares shares of Series B Preferred Stock to be issued to the Holder; . Y = the number of Shares shares of Series B Preferred Stock purchasable under this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; . A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Series B Preferred Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of calculation); and . B = the Exercise Warrant Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after For the Determination Date. (b) For purposes of this Sectionthe above calculation, the fair market value of a Share the Series B Preferred Stock shall be determined as followsmean with respect to each share of Series B Preferred Stock: (Ai) If the product of (x) the number of shares of Common Stock into which each share of Series B Preferred Stock is convertible at the time of exercise and (y) the average of the closing bid and asked prices of the Company's Common Stock quoted in the Over-The-Counter Market Summary or the closing price quoted 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 ten trading days prior to the date of determination of fair market value; or (ii) if the Company's Common Stock is not publicly traded at the Determination DateOver-The-Counter or on an exchange, the fair market value of a Share each share of the Series B Preferred Stock shall be a value reasonably determined in good faith by the Company's Board of Directors. In the event that Receipt and acknowledgment of this Warrant by the Holder disagrees with the Board shall be deemed to be an acknowledgment and acceptance of Directors' determination of fair market value, then the any such fair market value shall be determined determination by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on Board of Directors as the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive final and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) determination of the fees and expenses such value for purposes of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiserthis Warrant. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a) In Notwithstanding any provisions herein to the contrary, if the Quoted Price (as defined in Section 2(b) below) of one Share of the Series B Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1by payment with cash, or by certified or cashier's check, the Holder may elect to make a cash-free exercise of this Warrant and thereby to receive Shares equal to the value (as determined below) of the portion of this Warrant (or the portion thereof being cancelled) canceled by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise and notice of such election election, in which event the Company shall issue to the Holder a number of Shares computed using the following formula: X = Y (A - A-B) --------- ------- A Where X = the number of Shares of Series B Common Stock to be issued to the Holder; Holder upon the cash-free exercise Y = the total number of Shares purchasable under this Warrantof Series B Common Stock to be exercised, or if only a portion assuming no cash-free exercise (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation) A = the fair market value Quoted Price (as defined under Section 2(b) hereof) of one Share, as determined by the Board Share of Directors of the Company pursuant to paragraph Series B Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes The "Quoted Price" of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Series B Common Stock is not publicly traded at the Determination Date, last reported sales price of the fair market value of a Share shall be a value reasonably determined Series B Common Stock as reported by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder Nasdaq National Market (the "Holder's AppraiserNMS") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of primary national securities exchange on which the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Series B Common Stock is then quoted, PROVIDED, HOWEVER, that if the Series B Common Stock is neither traded on the NMS nor on a national securities exchange, the average of price referred to above shall be the high and low closing prices of price reflected on Nasdaq, or if the Common Stock listed on the principal national securities exchange on which the Series B Common Stock is so not then traded on Nasdaq, the price reflected in the over-the-counter market as reported by the National Quotation Bureau, Inc. or any organization performing a similar function; and PROVIDED, FURTHER, that if the Series B Common Stock is not publicly traded, the Quoted Price of the Series B Common Stock shall be the fair market value as determined in each case for good faith by the twenty Board of Directors of the Company. (20c) trading days preceding Upon exercise of a portion of this Warrant in accordance with this Section 2, the Determination Datenumber of shares subject to this Warrant shall be reduced by the number of shares included under "Y" in the calculation described in 2(a) above.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.12(a), the Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by the Holder or the Holder’s duly authorized attorney, in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Common Stock to be issued to the Holder; . Y = the The number of Shares shares of Common Stock purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise The Warrant Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination DateSection 2(c), the fair market value of a Share Common Stock on the date of calculation shall be a value reasonably determined mean with respect to each share of Warrant Stock: (A) if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder (initial “Price to Public” per share specified in the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished final prospectus with respect to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser.offering; (B) if this Warrant is exercised after, and not in connection with, the Company's ’s initial public offering, and if the Company’s Common Stock is publicly traded on a securities exchange or actively traded over-the-counter: (1) if the Determination DateCompany’s Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing prices over a thirty (30) day period ending three days before date of calculation; or (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales price (whichever is applicable) over the thirty (30) day period ending three days before the date of calculation; or (C) if neither (A) nor (B) is applicable, the fair market value of a Share Common Stock shall be equal to (1) at the average of highest price per share which the closing prices quoted Company could obtain on the Nasdaq Stock Exchange, Inc., if applicable, date of calculation from a willing buyer (not a current employee or the average director) for shares of the last bid and asked prices of the Common Stock quoted sold by the Company, from authorized but unissued shares, as reasonably determined in good faith by the Nasdaq OTC Bulletin Board or of Directors, unless the over-the-counter-marketCompany is at such time subject to a Change of Control, or (2) if in which case the fair market value of Common Stock is then traded on a national securities exchange, shall be deemed to be the average value received by the holders of the high and low closing prices such stock pursuant to such Change of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination DateControl.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in Section 3.1, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a 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 = Y= the number of Shares purchasable under this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = A= the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = B= the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in Section 3.1, the The Holder may elect to receive Shares exchange all or some of the Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If Holder elects to exchange this Warrant (as provided in this Section 3, Holder shall tender to the Company the Warrant for the amount being exchanged, along with written notice of Holder’s election to exchange some or the portion thereof being cancelled) by surrender of this Warrant at the principal office all of the Company together with notice of such election in which event Warrant, and the Company shall issue to Holder the Holder a number of Shares shares of the Common Stock computed using the following formula: X = Y (A - 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 this Warrant, or if only a portion the amount of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; exchanged (as adjusted to the date of such calculation). A = the fair market value Fair Market Value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company’s Common Stock (b) as defined below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and . B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares All references herein to an “exercise” of the Warrant shall include an exchange pursuant to this Section 3. “Fair Market Value” of a share of Common Stock as of a particular date shall mean: (i) if traded on a securities exchange or the Nasdaq National Market, the Fair Market Value shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall deemed to be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in of the Nasdaq OTC Bulletin Board 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-market, or (2) if the Common Stock is then traded on a national securities exchange, Fair Market Value shall be deemed to be the average of the high closing bid prices over the 30-day period ending immediately prior to the applicable date of valuation; and low closing prices (iii) if there is no active public market, the Fair Market Value shall be the value thereof, as determined in good faith by the Company’s Board of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination DateDirectors.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth paying the aggregate Exercise Price for the Common Stock by one of the payment methods specified in Section 3.13(a) above, the Holder may elect to receive Shares shares of Common Stock equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election election, in which event the Company shall issue to the Holder a number of Shares shares of the Company's Common Stock computed using the following formula: Y(A-B) 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 this WarrantWarrant or, or if only a portion of this Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation). A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after For the Determination Date. (b) For purposes of this Sectionthe above calculation, the fair market value of a Share the Common Stock shall be determined as followsmean with respect to each share of Common Stock: (Ai) If the average of the closing bid and asked prices of the Company's Common Stock quoted in the Over-The-Counter Market Summary or the closing price quoted on the Nasdaq National Market or 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 ten (10) trading days prior to the date of determination of fair market value; or (ii) if the Company's Common Stock is not publicly traded at the Determination DateOver-The-Counter or on an exchange, the fair market value of a Share each share of the Common Stock shall be a value reasonably determined in good faith by the Company's Board of Directors. In the event that Receipt and acknowledgment of this Warrant by the Holder disagrees with the Board shall be deemed to be an acknowledgment and acceptance of Directors' determination of fair market value, then the any such fair market value shall be determined determination by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on Board of Directors as the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive final and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) determination of the fees and expenses such value for purposes of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiserthis Section 3(c). (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a) In lieu If, as of exercising any date after the Initial Exercise Date and on or before the Termination Date, there is no effective registration statement of the Company covering the resale of the Warrant Shares issuable upon the exercise of this Warrant as set forth in Section 3.1Warrant, the Holder Holder, at its option, may elect (in whole or in part) on any such date (and only on any such date) to receive Warrant Shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice “Notice of such election Exercise Form” annexed hereto duly executed, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula: X = Y (A - B) --------- A Where Where: X = the number of Warrant Shares to be issued to the Holder; Y = the number of Warrant Shares purchasable under this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; ; A = the fair market value Fair Market Value of one Share, as determined by Share on the Board date of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date")determination; and B = the per share Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this SectionSection 3, the per share “Fair Market Value” of the Warrant Shares shall mean: (i) If the Company’s Common Stock is publicly traded, the per share fair market value of a Share the Warrant Shares shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock as quoted in on the Nasdaq OTC Bulletin Board or the overOver-the-counter-marketCounter Bulletin Board, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so tradedlisted, in each case for the twenty fifteen business days ending five business days prior to the date of determination of fair market value; or (20ii) trading days preceding If the Determination DateCompany’s Common Stock is not so publicly traded, the per share fair market value of the Warrant Shares shall be such fair market value as is determined in good faith by the Board of Directors of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm’s length.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Stock Purchase Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Subscription Form and notice of such election in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: X = X=Y (A - A-B) --------- ------- A Where X = X= the number of Shares shares of Common Stock to be issued to the Holder; Y = Holder Y= the number of Shares shares of Common Stock purchasable under this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; A = canceled (at the date of such calculation) A= the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise date of such calculation) B= Stock Purchase Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Common Stock shall be determined as follows: (Ai) If the Company's Common Stock is not publicly listed on a securities exchange or quoted on the Nasdaq National Market or the over-the-counter market: (a) if traded at the Determination Dateon a securities exchange, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall deemed to be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on over a ten (10) trading day period ending three days before the Nasdaq Stock Exchangeday the current fair market value of the securities is being determined; or (b) if actively traded over-the-counter, Inc., if applicable, or the fair market value shall be deemed to be the average of the last bid and asked reported sales prices quoted on the Nasdaq National Market (or similar system) over the ten (10) day period ending three days before the day the current fair market value of the securities is being determined; or (ii) if any time the Common Stock is not listed on any securities exchange or quoted in on the Nasdaq OTC Bulletin Board National Market (or similar system) or the over-the-counter-counter market, or (2) if the current fair market value of Common Stock shall be determined in good faith by the Board of Directors not taking into account any discount for illiquidity or lack of control, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is then traded on a national securities exchangenot the surviving party, in which case the average fair market value received by the holders of the high and low closing prices of the Company's Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Datepursuant to such merger or acquisition.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Series B-1 Preferred Stock is greater than the Exercise Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant 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 the Holder a number of Shares shares of Series B-1 Preferred Stock computed using the following formula: X = Y (A Y(A - B) --------- A Where X = the number of Shares shares of Series B-1 Preferred Stock to be issued to the Holder; Holder Y = the number of Shares shares of Series B-1 Preferred Stock purchasable under this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Series B-1 Preferred Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Series B-1 Preferred Stock shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate Directors in good faith to reach agreement on the fair faith; provided, however, that where there exists a public market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if for the Company's Common Stock is publicly traded on at the Determination Datetime of such exercise, the fair market value of a Share per share shall be equal to the product of (1i) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board Over-The-Counter Market Summary or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices last reported sale price of the Common Stock listed or the closing price quoted on the principal national securities Nasdaq National Market or on any exchange on which the Common Stock is so tradedlisted, whichever is applicable, as published in each case the Western Edition of The Wall Street Journal for the twenty five (205) trading days preceding prior to the Determination Datedate of determination of fair market value and (ii) the number of shares of Common Stock into which each share of Series B-1 Preferred Stock is convertible at the time of such exercise. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company's initial public offering of Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's initial public offering, and (ii) the number of shares of Common Stock into which each share of Series B-1 Preferred Stock is convertible at the time of such exercise.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Stock Purchase Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Form of Subscription and notice of such election in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - A-B) --------- ------- 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Stock Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bi) For purposes if the Warrant is being converted in connection with and contingent upon a public offering of this Sectionthe Company's securities, and if the Company's registration statement relating to such public offering has been declared effective by the U.S. Securities and Exchange Commission, then the fair market value of a Share the Common Stock shall be determined as follows: the initial "Price to Public" specified in the final prospectus with respect to such offering multiplied by the number of shares of Common Stock into which each share of Common Stock is then convertible; or (Aii) If if the Warrant is not being converted in connection with and contingent upon a public offering of the Company's Common Stock is not publicly securities, then as follows: (x) if traded at on a securities exchange or the Determination DateNasdaq National Market, the fair market value of a Share the Common Stock shall be a value reasonably determined by deemed to be the Company's Board average of Directors. In the event that daily closing prices per share of such stock for the Holder disagrees with 20 consecutive trading days commencing 30 trading days before the Board date of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair valuecalculation, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects Common Stock shall be deemed to be such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made Common Stock multiplied by the Third Appraiser and the appraisal number of the Holder's Appraiser and Company's Appraiser (whichever is closest to that shares of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall Common Stock into which each pay one half (1/2) share of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly then convertible or (y) if otherwise traded on the Determination Datein an over-the-counter market, the fair market value of a Share the Common Stock shall be equal deemed to (1) be the median of the average of the reported closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked ask prices of the Common Stock quoted in over the Nasdaq OTC Bulletin Board or 30-day period ending five business days prior to the over-the-counter-marketdate of calculation, or (2) if and the fair market value of the Common Stock shall be deemed to be such fair market value of the Common Stock multiplied by the number of shares of Common Stock into which each share of Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Dateconvertible.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value (aas defined below) In 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 as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (Warrant, or the portion thereof being cancelled) canceled, by surrender of this Warrant at the principal office of the Company together with notice the properly endorsed Notice of such election Exercise, in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - Y(A-B) --------- ------ 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by under the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, "fair market value value" of a Share one share of Common Stock shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In Directors in good faith; provided, however, that (i) where no public market exists for the event that Common Stock at the time of such exercise, the Holder disagrees with may request a valuation of the Board Common Stock to be performed by an independent valuation firm selected by the Holder, at the sole cost and expense of Directors' determination of the Holder, which valuation shall be binding upon the Holder and the Company in determining "fair market value," and (ii) where a public market exists for the Common Stock at the time of such exercise, then the "fair market value value" per share shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board Over-The-Counter-Market Summary or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices last reported sale price of the Common Stock listed or the closing price quoted on the principal national securities Nasdaq National Market System or on any exchange on which the Common Stock is so tradedlisted, whichever is applicable, as published in each case The Wall Street Journal for the twenty five (205) trading days preceding prior to the Determination Datedate 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 the Company's initial public offering.

Net Issue Exercise. (a) In Section 3.2(b) shall not apply and shall have no force or effect if the Shares issuable upon exercise of this Warrant have been registered for resale under the Securities Act of 1933, as amended (the “Act”), on a Registration Statement on Form S-3, or another appropriate form and such Registration Statement remains effective under the Act and available for use by Warrantholder at the time of exercise. (b) Subject to Section 3.2(a), if, at any time after the Initial Exercise Date, the Fair Market Value of one share of Common Stock is greater than the Exercise Price, in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder Warrantholder may elect to receive Shares shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledexercised) by surrender of this Warrant at the principal office of the Company together with notice the properly endorsed Notice of such election Exercise in which event the Company shall issue to the Holder Warrantholder a 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; Warrantholder Y = the number of Shares purchasable under this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; exercised (at the date of such calculation) A = the Fair Market Value of one share of the Common Stock (at the date of such calculation) B = Exercise Price at the date of such calculation For purposes of the above calculation, the “Fair Market Value” of one share of Common Stock shall mean (i) the average of the closing sales prices for the shares of Common Stock on The NASDAQ Global Market or other Eligible Market on which the Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the ten (10) consecutive Trading Days immediately prior to the Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value of one Share, shall be as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at in the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date exercise of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in its good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiserjudgment. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Stock Purchase Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Subscription Form and notice of such election in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - B) --------- A Where X = X= the number of Shares Holder shares of Common Stock to be issued to the Holder; Y = the . y= number of Shares shares of Common Stock purchasable under this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; A = canceled (at the date of such calculation) A= the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise date of such calculation) B= Stock Purchase Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Common Stock shall be determined as follows: (Ai) If the Company's Common Stock is not publicly listed on a securities exchange or quoted on the Nasdaq Stock Market or the over-the-counter market: (a) if traded at the Determination Dateon a securities exchange, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall deemed to be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices over a ten (10) trading day period ending three days before the day the current fair market value of the securities is being determined; or (b) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the last reported sales prices quoted on the Nasdaq Stock ExchangeMarket (or similar system, Inc.including the National Quotation Bureau, if applicable, or Inc. system) over the average ten (10) day period ending three days before the day the current fair market value of the last bid and asked prices of securities is being determined; or (ii) If at any time the Common Stock is not listed on any securities exchange or quoted in on the Nasdaq OTC Bulletin Board Stock Market (or similar system) or the over-the-counter-counter market, or (2) if the current fair market value of Common Stock is then traded on a national securities exchange, shall be determined in good faith by the average Board of the high and low closing prices Directors not taking into account any discount for illiquidity or lack of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Datecontrol.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Stock Purchase Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with and notice of such election in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - A-B) --------- ------- 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Stock Purchase Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Dateabove calculation, the fair market value of a Share one share of Common Stock shall be a value reasonably determined by the Company's Board of Directors. In Directors in good faith; PROVIDED, HOWEVER, that in the event that the Holder disagrees exercises this Warrant in connection with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value initial public offering of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's its Common Stock is publicly traded on the Determination DateStock, the fair market value per share shall equal to the per share offering price to the public of a Share the Company's initial public offering; and, PROVIDED, FURTHER, that following the Company's initial public offering of its Common Stock, the fair market value per share shall be equal to (1) the average of the closing prices quoted on any exchange or the Nasdaq Stock ExchangeMarket, Inc., if whichever is applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case listed for the twenty ten (2010) trading days preceding prior to the Determination Datedate of determination of fair market value.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided in Section 3.12(a), the Registered Holder may may, from time to time elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company (or such other office or agency as the Company may designate), together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to the such Registered Holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Warrant Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Warrant Stock purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise The Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination DateSection 2(c), the fair market value of a Share Warrant Stock on the date of calculation shall be a value reasonably determined mean, with respect to each share of Warrant Stock, the following: (A) if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder product of (x) the "Holder's Appraiser") and whose appraisal (initial “Price to Public” per share specified in the "Holder's Appraisal") shall be furnished final prospectus with respect to the Company within 20 days after offering and (y) the Board number of Directors' determination shares of fair value, and if Common Stock into which each share of Warrant Stock is convertible at the Company does not object to such determination within 15 days after receipt date of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser.calculation; (B) if this Warrant is exercised after, and not in connection with, the Company's ’s initial public offering, and if the Company’s Common Stock is publicly traded on a securities exchange or actively traded over-the-counter: (1) if the Determination DateCompany’s Common Stock is traded on a securities exchange, the fair market value of a Share shall be equal deemed to (1) be the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed price quoted on the principal national securities exchange on which the Common Stock is so tradedlisted as published in the Wall Street Journal, as applicable, for the thirty (30) trading day period ending three days before the date of calculation; or (2) if the Company’s Common Stock is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sales price (whichever is applicable) for the thirty (30) trading day period ending three days before the date of calculation; or (C) if neither (A) nor (B) is applicable, the fair market value of Warrant Stock shall be at the highest price per share which the Company could obtain on the date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors, unless the Company is at such time subject to an acquisition as described in Section 7(b), in each which case for the twenty (20) trading days preceding fair market value of Warrant Stock shall be deemed to be the Determination Datevalue received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.11.1, the Registered Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the such Holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - 57 X= Y(A-B) --------- ------ A Where X = the X= The number of Shares shares of Warrant Stock to be issued to the Registered Holder; Y = the . Y= The number of Shares shares of Warrant Stock purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the such calculation). A= The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and B = the Exercise . B= The Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (ba) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination DateSection 1.2, the fair market value of a Share Warrant Stock on the date of calculation shall be a value reasonably determined by mean with respect to each share of Warrant Stock: (i) if the exercise is in connection with an initial public offering of the Company's Board of Directors. In common stock, and if the event that Company's Registration Statement relating to such public offering has been declared effective by the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser per share shall be the fair market value product of a Share. In (A) the event that initial "Price to Public" specified in the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal final prospectus with respect to the Company offering and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common number of shares of Preferred Stock into which each share of Warrant Stock is publicly traded on convertible at the Determination Datedate of calculation; and (ii) if (i) above is not applicable, the fair market value of a Share Warrant Stock shall be equal to (1) at the average of highest price per share which the closing prices quoted Company could obtain on the Nasdaq date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock Exchangesold by the Company, Inc.from authorized but unissued shares, if applicable, or as determined in good faith by the average Board of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination DateDirectors.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in the Warrants -------------------- pursuant to Section 3.10, the Holder may elect to receive Shares a number of shares equal to the value (as determined below) of this Warrant the Warrants (or the any portion thereof being cancelledremaining unexercised) by surrender of this Warrant the Warrants at the principal office of BrightCube, or at such other address as BrightCube may designate by notice in writing to the Company holder hereof, together with notice the Notice of such election Exercise attached hereto as Exhibit A and incorporated herein by reference, in which event the Company ---------- BrightCube shall issue to the Holder a number of Shares computed using the following formula: X = Y (A - Y(A-B) --------- ------ A Where Where: X = the number of Shares to be issued to the Holder; . Y = the number of Shares purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such exercise). A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise Warrant Price (as adjusted to the date of such calculationsexercise). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Sectionsubsection, fair market value of a one Share shall mean: (a) the average of the closing bid and asked prices of the common stock quoted in the NASDAQ National Market System or the Over-the-Counter market or the closing price quoted 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 the date of determination of the fair market value; or (b) if the common stock is not publicly traded, the per share fair market value of the common stock shall be determined as follows: (A) in good faith by BrightCube's Board of Directors. If Holder disagrees with the Company's Common Stock is not publicly traded at determination by the Determination Date, Board of Directors of the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, common stock then the such fair market value shall be determined by an independent appraiser selected jointly by the Holder (the "Holder's Appraiser") BrightCube and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) cost of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share such appraisal shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid paid equally by BrightCube and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination DateHolder.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in Section 3.1, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a 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 this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Purchase Price for one share of Common Stock (a) In at the date of calculation, as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company Company, together with notice of such election the properly endorsed Warrant Certificate, substantially in the form as attached hereto, in which event the Company shall issue to the Holder a that number of Shares shares of Common Stock computed using the following formula: X WS = Y WCS (A - BFMV-PP) --------- A Where X = FMV WHERE: WS equals the number of Warrant Shares to be issued to the Holder; Y = Holder WCS equals the number of Shares shares of Common Stock purchasable under this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; A = canceled (at the date FMV equals the fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Common Stock (b) below, as at the time PP equals the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise per share Purchase Price (as adjusted to the date of such calculations). Such Shares calculation) of the Warrant As used in this Section 4, the term "Fair Market Value" of each Share as of any date shall be issued as soon as practicable after the Determination Date. (b) For purposes best bid price posted in respect of this Sectionthe Common Stock in the NASDAQ Stock Market's automated dealer quotation system at the close of trading on the day prior to such exercise, fair market value of a Share or, if the Common Stock shall not then be so quoted, Fair Market Value shall be determined as follows: : (Aa) If if the Companyparties hereto can agree on the Fair Market Value, such agreed upon value shall constitute the Fair Market Value; (b) if the parties cannot reach an agreement as to the Fair Market Value within five (5) business days from the onset of negotiations, then such parties shall jointly appoint an appraiser to determine the Fair Market Value; (c) if the parties cannot agree upon the selection of an appraiser within five (5) business days after such five (5) day period, then each party shall deliver to the other a list of three (3) appraisers on or before the third (3rd) business day immediately following the expiration of said five (5) day period, each party shall select one appraiser from the other party's Common Stock is list and notify such other party of its selection on or before the fifth (5th) business day immediately following the expiration of the three (3) day period; (d) if either party does not publicly traded at deliver to the Determination Date, other party a list of appraisers within the fair market value three-day period or deliver its selection of a Share shall be a value reasonably determined by the Companyappraiser from the other party's Board of Directors. In list within the event that the Holder disagrees with the Board of Directors' determination of fair market valuefive (5) day period, then the fair market value first appraiser listed on the other party's list shall be determined by deemed to have been jointly selected to determine the Fair Market Value; (e) if both parties timely select an appraiser selected by from the Holder (the "Holderother party's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisallist, then the fair market value determined by two appraisers so selected shall jointly select a third appraiser, which third appraiser shall independently calculate the Holder's Appraiser shall be Fair Market Value on or before the fair market value of a Shareforty-fifth (45th) day immediately following the date on which it was selected as an appraiser. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the Any determination of the Holder's Appraiser and issue a report thereon (Fair Market Value made in accordance with the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value terms hereinabove set forth shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive final and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiserparties hereto. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.11(A), the Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of surrendering this Warrant Warrant, with the purchase form appended hereto as Exhibit A completed in accordance with the instructions thereto and duly executed by such Holder or by such Holder’s duly authorized attorney, at the principal office of the Company, or at such other office or agency as the Company together with notice of such election may designate, in which event the Company shall issue to the Holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Warrant Stock to be issued to the Holder; Holder pursuant to this net exercise. Y = the The number of Shares purchasable under this Warrant, or if only a portion shares of this Warrant is being cancelled, the gross number Stock in respect of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time which the net issue election is made pursuant to this Section (at the "Determination Date"date of such calculation); and . A = The fair market value of one share of Warrant Stock (at the date of such calculation). B = the Exercise The Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this SectionSection 1(C), fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of “fair market value, then the fair market value shall be determined by an appraiser selected by the Holder ” of a share of Warrant Stock as of a particular date (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal"“Determination Date”) shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser mean (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1A) the average of the closing prices quoted price of a share of the Warrant Stock of the Company on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding prior to the Determination DateDate reported on the NYSE MKT (the “Exchange”) as reported in The Wall Street Journal, or (B) if shares of Warrant Stock are not traded on the Exchange but trade in the over-the-counter market and such shares are quoted on the OTC Bulletin Board (the “OTCBB”), (I) the average of the last sales prices reported on the OTCBB or (II) if such shares are an issue for which last sale prices are not reported on the OTCBB, the average of the closing bid and ask prices, in each case on the last twenty (20) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported at wxx.xxxxx.xxx; or (C) if the shares of Warrant Stock are neither traded on an exchange or in the over-the-counter market, then as determined in good faith by the board of directors of the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant 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 the Holder a number of Shares shares of Common Stock computed using the following formula: Y (A-B) ------- X = Y (A - B) --------- A Where X = the number of Shares shares of Common Stock to be issued to the Holderholder; Y = the number of Shares shares of Common Stock purchasable under this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelledcanceled (at the date of such calculation); A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and and, B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Common Stock shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate Directors in good faith to reach agreement on the fair faith; provided, however, that where there exists a public market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if for the Company's Common Stock is publicly traded on at the Determination Datetime of such exercise, the fair market value of a Share per share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board Over-The-Counter Market Summary or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices last reported sale price of the Common Stock listed or the closing price quoted on the principal national securities Nasdaq National Market or on any exchange on which the Common Stock is so tradedlisted, whichever is applicable, as published in each case the Eastern Edition of THE WALL STREET JOURNAL for the twenty five (205) trading days preceding prior to the Determination Datedate 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 of the Company's initial public offering.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.11(a), the Registered Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the such Registered Holder a number of Warrant Shares computed using the following formula: X = Y (A - X=Y(A-B) --------- A Where X = the The number of Warrant Shares to be issued to the Registered Holder; . Y = the The number of Warrant Shares purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph Warrant Share (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise The Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this SectionAgreement, fair market value the "Fair Market Value" of a one Warrant Share on the date of calculation shall be determined as followsmean: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system (including, without limitation, the OTC Bulletin Board and, if the average daily trading volume for the preceding 10 days has been at least 100,000 shares, the Pink Sheets) as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low closing reported sale prices per share of Common Stock thereon on the trading day immediately preceding the Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to clause (B)). (B) If the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors to represent the fair market value per share of the Common Stock listed on (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under an employee benefit plan of the principal national securities exchange on which Company); and, upon request of the Registered Holder, the Board of Directors (or a representative thereof) shall promptly notify the Registered Holder of the Fair Market Value per share of Common Stock. Notwithstanding the foregoing, if the Board of Directors has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board of Directors shall make a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Registered Holder that it do so, and (B) the exercise of this Warrant pursuant to this subsection 1(c) shall be delayed until such determination is so traded, in each case for the twenty (20) trading days preceding the Determination Datemade.

Net Issue Exercise. (a) In the event that 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 this Warrant as set forth in Section 3.1for cash, the Holder may elect a “Net Issue Exercise” pursuant to which it will receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Subscription Form and notice of such election in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - A-B) --------- 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; exercised (at the date of such exercise) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company’s Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such exercise) B = the Exercise Price (as adjusted to the date of such calculationsexercise). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Dateabove calculation, the fair market value of a Share one share of Common Stock shall be a value reasonably determined by the Company's ’s Board of Directors. In the event Directors in good faith; provided, however, that the Holder disagrees with the Board of Directors' determination of fair where there is a public market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and for the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's ’s Common Stock is publicly traded on the Determination DateStock, the fair market value of a Share per share shall be equal to (1) the average of the closing prices quoted of the Company’s Common Stock on the Nasdaq New York Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board National Market or the over-the-counter-market, any other principal stock exchange or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange market on which the Common Stock is so tradedlisted or quoted, whichever is applicable, over the five (5) trading day period ending on the trading day immediately preceding the day the Warrant is being exercised. (b) Notwithstanding any provisions herein to the contrary, in each the event that the Company’s market capitalization on any date after the Effective Date but on or prior to the Expiration Date, as calculated by multiplying (i) the fair market value of one share of the Common Stock, determined as described in Section 1.2(a) above and (ii) the total number of shares of the Common Stock outstanding on such date (without taking into consideration the shares of Common Stock issued in or following the IPO), shall equal $1 billion, this Warrant shall be deemed automatically exercised on first such date as a “Net Issue Exercise” as provided under Section 1.2(a) and the Company shall issue to the Holder, upon the surrender of this Warrant by the Holder, that number of shares of Common Stock that on such date have a fair market value (determined as provided above) equal to $18 million2 (unless a portion of this Warrant has previously been exercised in which case for the twenty fair market value of the shares of Common Stock issued to 2 $18 million is the difference between (20A) trading days preceding $75 million and (B) the Determination Datesum of (i) the fair market value on such date of the shares of common stock received by the Holder pursuant to the Reorganization Agreement (i.e., $44 million) and (ii) the principal amount of the senior note issued to the Holder pursuant to the Reorganization Agreement (i.e., $13 million). the Holder shall equal the same proportion of $18 million as the proportion of this Warrant that has not been exercised).

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.12(a), the Registered Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to the such Registered Holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Warrant Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Warrant Stock purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the The Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination DateSection 2(c), the fair market value of a Share one share of Warrant Stock on the date of calculation shall be a value reasonably determined mean: (A) if the exercise is in connection with an initial public offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such public offering has been declared effective by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder product of (x) the "Holder's Appraiser") and whose appraisal (initial “Price to Public” per share specified in the "Holder's Appraisal") shall be furnished final prospectus with respect to the Company within 20 days after offering and (y) the Board number of Directors' determination shares of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser.Warrant Stock; (B) if the Company's Common Stock (A) is publicly traded on the Determination Datenot applicable, the fair market value of a Share Warrant Stock shall be equal to (1) at the average of highest price per share which the closing prices quoted Company could obtain on the Nasdaq date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock Exchangesold by the Company, Inc.from authorized but unissued shares, if applicabledetermined in good faith by the Board of Directors, or unless the average of the last bid and asked prices of the Common Stock quoted Company is at such time subject to an acquisition as described in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2Section 8(b) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so tradedbelow, in each which case for the twenty (20) trading days preceding fair market value of Warrant Stock shall be deemed to be the Determination Datevalue received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.11(b), the Registered Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A - B) --------- -------- A Where X = the The number of Shares shares of Common Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Common Stock purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise The Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this SectionSection 1(d), the fair market value of a Share Common Stock as of the date of the foregoing calculation shall be determined as follows: (A) If the shares of the Company's Common Stock are then listed or admitted to trading on any national securities exchange or traded on any national market system, the fair market value of Common Stock shall be the average of the daily closing prices for the 10 trading days before such date. The closing price for each day shall be the last sale price on such date or, if no such sale takes place on such date, the average of the closing bid and asked prices on such date, in each case as officially reported on the principal national securities exchange or national market system on which such shares are then listed, admitted to trading or traded; (B) If no shares of the Company's Common Stock are then listed or admitted to trading on any national securities exchange or traded on any national market system, the fair market value of Common Stock shall be the average of the reported closing bid and asked prices thereof for the 10 trading days before such date in the over-the-counter market as shown by the National Association of Securities Dealers automated quotation system or, if such shares are not then quoted in such system, as published by the National Quotation Bureau, Incorporated or any similar successor organization, and in either case as reported by any member firm of the New York Stock Exchange selected by the Registered Holder; (C) If no shares of the Company's Common Stock are then listed or admitted to trading on any national exchange or traded on any national market system, and if no closing bid and asked prices thereof are then so quoted or published in the over-the-counter market, then the fair market value of a share of Common Stock shall be as mutually agreed by the Company and the Registered Holder. In the event that the Company and the Registered Holder are unable to mutually agree upon the fair market value, then: (1) if the aggregate value of the shares being surrendered pursuant to this Section 1(d) asserted by the Registered Holder is not publicly traded at more than $15,000 greater than the Determination Datevalue asserted by the Company, then the fair market value of a share shall be the sum of (x) the value of a share asserted by the Company and (y) 50% of the difference between the value of a share asserted by the Company and the value of a share asserted by the Registered Holder, and (2) if the aggregate value asserted by the Registered Holder is more than $15,000 greater than the value asserted by the Company, the Company and such Registered Holder shall, within 5 days from the date that either party determines that they cannot agree, jointly retain a valuation firm satisfactory to each of them. Such firm shall determine, within 30 days of being retained, the fair market value of a Share shall be a value reasonably determined by the Company's Board share of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") Common Stock and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal deliver its opinion in writing to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet Registered Holder as to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Sharevalue. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal The determination so made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Registered Holder. The fees and expenses for such determination made by such firm shall be shared equally by the Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Registered Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a) In lieu of exercising remitting the Purchase Price for this Warrant as set forth in Section 3.13 above, the Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledexercised) by surrender of this Warrant at less the principal office of the Company together with notice of such election applicable Purchase Price, in which event the Company shall issue to the Holder a number of Shares shares of Common Stock computed using the following formula: X = Y (A Y(A - B) --------- -------- A Where X = the 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 this Warrant, Warrant (or if only a such portion of this Warrant as is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; exercised). A = the fair market value Fair Market Value (as defined below) of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and such Common Stock. B = the Exercise Purchase Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this SectionSection 4, fair market value "Fair Market Value" of a Share share of Common Stock as of a particular date (the "Determination Date") shall be determined mean: (i) If the Warrant is exercised in connection with and contingent upon a Public Offering (as defined below), and if the Company's Registration Statement relating to such Public Offering ("Registration Statement") has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to such offering. (ii) If the Warrant is not exercised in connection with and contingent upon a Public Offering, then as follows: (A) If traded on a securities exchange, the Company's Fair Market Value of the Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall deemed to be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted of the Common Stock on such exchange over the Nasdaq Stock Exchange, Inc.five-day period ending one business day prior to the Determination Date or, if applicableless, or such number of days as the Common Stock has been traded on such exchange; (B) If traded over-the-counter, the Fair Market Value of the Common Stock shall be deemed to be the average of the last closing bid and asked prices of the Common Stock quoted in over the Nasdaq OTC Bulletin Board or five-day period ending one business day prior to the Determination Date or, if less, such number of days as the Common Stock has been traded over-the-counter-market, or ; and (2C) if If there is no public market for the Common Stock is Stock, then traded on a national securities exchange, the average Fair Market Value shall be determined by mutual agreement of the high holders of 75% in interest in the Warrants (as defined in the Agreement) and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination DateCompany.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in Section 3.1under subparagraph 2(a) above, the Holder Grebene may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company Company, together with notice of such election election, in which event the Company shall issue to the Holder Grebene a number of Shares computed using the following formula: X = Y (A - X= Y(A-B) --------- ------ A Where X = the Where: X= The number of Shares to be issued to the Holder; Y = Grebene Y= the number of Shares purchasable to be exercised under this Warrant, or if only a portion Warrant at the time of this Warrant is being cancelled, such exercise (which number shall not exceed the gross total number of Shares covered by the portion of exercisable under this Warrant being cancelled; A = at the time of such tender.) A= the fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph (b) below, as Common Stock at the time of such exercise. B= the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise per share Warrant Price (as adjusted to through the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Dateexercise. (b) For purposes of this Sectionsubparagraph 2(b), the fair market value of a Share the Common Stock shall be determined as follows: (Aa) If the Company's Common Stock is not publicly if traded at the Determination Dateon a securities exchange, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on over the Nasdaq Stock Exchange, Inc., if applicable, or ten (10) day trading period immediately preceding three days before the average day the current fair market value of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the securities is being determined; or (b) if actively traded over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, fair market value shall be deemed to be the average of the high closing bid and low closing asked prices quoted on the Nasdaq system (or similar system) over the ten (10) day trading period immediately preceding three days before the day the current fair market value of the Common Stock listed securities is being determined. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the shares represented thereby (and such shares shall be deemed to have been issued) immediately prior to the close of business on the principal national securities exchange on date or dates upon which this Warrant is exercised. In the Common Stock is so tradedevent of any exercise of the rights represented by this Warrant, in each case certificates for the twenty shares of stock so purchased shall be delivered to Grebene as soon as possible and in any event within fifteen (2015) trading days preceding of receipt of such exercise and, unless this Warrant has been fully exercised or expired, a new Warrant representing the Determination Dateportion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to Grebene as soon as possible and in any event within such fifteen (15)-day period.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in Section 3.1, the Holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a 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 this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = A= the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = B= the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided in Section 3.12(a), the Registered Holder may elect to receive Shares shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender delivering to the Company proper instructions for the cancellation of this Warrant at the principal office of the Company together with notice of such election on the purchase/exercise form appended hereto as Exhibit A duly executed by such Registered Holder or such Registered Holder’s duly authorized attorney, in which event the Company shall issue to the such Registered Holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Warrant Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Warrant Stock purchasable under this Warrant, or if only a portion Warrant (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination DateSection 2(c), the fair market value of a Share Warrant Stock on the date of calculation shall be a value reasonably determined mean with respect to each share of Warrant Stock: (1) if the exercise is in connection with an initial public offering of the Company’s [[Name of Warrant Securities]], and if the Company’s Registration Statement relating to such public offering has been declared effective by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market valueSecurities and Exchange Commission, then the fair market value shall be determined by an appraiser selected by the Holder (initial “Price to Public” per share specified in the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished final prospectus with respect to the Company within 20 days after offering; (2) if this Warrant is exercised after, and not in connection with, the Board of Directors' determination of fair valueCompany’s initial public offering, and if the Company does not object to such determination within 15 days after receipt Company’s [[Name of Warrant Securities]] is traded on a securities exchange or actively traded over-the-counter: a. if the Holder's appraisalCompany’s [[Name of Warrant Securities]] is traded on a securities exchange, then the fair market value determined by the Holder's Appraiser shall be deemed to be the average of the closing prices over a thirty (30) day period ending three days before date of calculation; or b. if the Company’s [[Name of Warrant Securities]] is actively traded over-the-counter, the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable deemed to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and be the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser closing bid or sales price (whichever is closest to that applicable) over the thirty (30) day period ending three days before the date of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half calculation or (1/23) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. if neither (A) nor (B) if the Company's Common Stock is publicly traded on the Determination Dateapplicable, the fair market value of a Share Warrant Stock shall be equal to (1) at the average of highest price per share which the closing prices quoted Company could obtain on the Nasdaq date of calculation from a willing buyer (not a current employee or director) for shares of Warrant Stock Exchangesold by the Company, Inc.from authorized but unissued shares, if applicableas determined in good faith by the Board of Directors, or unless the average of the last bid and asked prices of the Common Stock quoted Company is at such time subject to an acquisition as described in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so tradedSection 6(c), in each which case for the twenty (20) trading days preceding fair market value of Warrant Stock shall be deemed to be the Determination Datevalue received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the Fair Market Value (aas defined below) In 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 as set forth for payment of the Aggregate Exercise Price in Section 3.1cash or by check, the Holder Purchaser may elect to receive Shares a number of shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice the duly executed Notice of such election Exercise in which event the Company shall issue to the Holder Purchaser a number of Shares shares of Common Stock computed using in accordance with the following formula: X = Y ((A - — B) --------- A Where / A) WHERE: X = the number of Shares shares of Common Stock to be issued to the HolderPurchaser pursuant to this Section 2.2; Y = the number of Shares purchasable under this Warrant, or if only a portion (at the date of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelledsuch calculation); A = the fair market value Fair Market Value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph Share (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and B = the Per Share Exercise Price (as adjusted to at the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Sectionthe above calculation, fair market value the “Fair Market Value” of a one Share shall be determined as follows: equal (Ai) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing reported sale prices of the Common Stock listed on the principal a national securities exchange or the Nasdaq National Market, as the case may be, on which each trading day in the seven-day period immediately prior to the Exercise Date or (ii) if the Company’s Common Stock is so tradednot 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 “Appraiser”) acceptable to the Purchaser (such approval not to be unreasonably withheld or delayed) experienced in each case for appraising companies similar to the Company, to determine the Fair Market Value. The Company shall make available all information reasonably necessary to allow the Appraiser to perform the appraisal and shall instruct the Appraiser to use commercially reasonable efforts to complete the appraisal and to provide the Company and the Purchaser a written determination of the Fair Market Value within twenty (20) trading days preceding of the Determination Exercise Date. All fees and expenses of the Appraiser will be borne by the Company.

Net Issue Exercise. (a) In lieu of exercising this Warrant as the payment methods set forth in ------------------ Section 3.12.1 (b) above, the Registered Holder may elect to receive Shares exchange all or some of the Warrant for shares of Common Stock equal to the value of the amount of the Warrant being exchanged on the date of exchange. If the Registered Holder elects to exchange this Warrant (or as provided in this Section 2.2, the portion thereof Registered Holder shall tender to the Company the Warrant for the amount being cancelled) by surrender of this Warrant at the principal office exchanged, along with written notice of the Company together with notice Registered Holder's election to exchange some or all of such election in which event the Warrant, and the Company shall issue to the Registered Holder a the number of Shares shares of the Common Stock computed using the following formula: X = Y (A - A-B) --------- ------- A Where X = the number of Shares shares of Common Stock to be issued to the Registered Holder; . Y = the number of Shares shares of Common Stock purchasable under this Warrant, or if only a portion the amount of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price exchanged (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after A = the Determination Date. (b) For purposes Fair Market Value of this Section, fair market value one share of a Share shall be determined as follows: (A) If the Company's Common Stock. B = Purchase Price of one share of the Company's Common Stock is not publicly traded at (as adjusted to the Determination Date, date of such calculation). All references herein to an "exercise" of the fair market value Warrant shall include an exchange pursuant to this Section 2.2. Upon receipt of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each written notice of the Company's Appraiserintention to raise capital by selling shares of Common Stock in a Public Offering (the "Public Offering Notice"), which notice shall be delivered to the Registered Holder at least forty-five (45) but not more than ninety (90) days before the anticipated date of the filing with the Securities and Exchange Commission of the registration statement associated with the Public Offering, the Registered Holder shall promptly notify the Company whether or not the Registered Holder will exercise this Warrant pursuant to this Section 2.2 prior to consummation of the Public Offering. Notwithstanding whether or not a Public Offering Notice has been delivered to the Registered Holder or any other provision of this Warrant to the contrary, if the Registered Holder decides to exercise this Warrant while a registration statement is on file with the SEC in connection with the Public Offering, this Warrant shall be deemed exercised on the consummation of the Public Offering and the Fair Market Value of a share of Common Stock will be the price at which one share of Common Stock was sold to the public in the Public Offering. If the Registered Holder has elected to exercise this Warrant pursuant to this Section 2.2 while a registration statement is on file with the SEC in connection with an Public Offering and the Public Offering is not consummated, then the Registered Holder's Appraiser and exercise of this Warrant shall not be effective unless the Third AppraiserRegistered Holder confirms in writing the Registered Holder's intention to complete the exercise of this Warrant. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. Notwithstanding any provision herein to the contrary, if the Fair Market Value (aas defined below) In 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 exercising this Warrant as set forth in Section 3.1for cash, the Registered Holder of this Warrant may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company (or at such other address as the Company may designate) together with notice of such election in which event election. In such event, the Company shall issue to the Registered Holder a number of Shares computed using the following formula: X = Y (A - B) --------- A Where X = the number of Shares to be issued shares of Preferred Stock, calculated to the Holder; Y = nearest full share, obtained by (X) multiplying (i) the number of Shares shares of Preferred Stock purchasable under this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; A = canceled (at the fair market value date of such calculation) by (ii) the difference between the Fair Market Value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Preferred Stock (b) below, as at the time date of such calculation) and the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise per share Purchase Price (as adjusted to the date of such calculationscalculation), and (Y) dividing the product thereof by the Fair Market Value of one share of the Preferred Stock. Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this SectionWarrant, fair market value the “Fair Market Value” of a Share one share of Preferred Stock shall be determined as follows: (Ai) If if the Company's Common 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 publicly traded exist at the Determination Datetime of exercise, the fair market value of a Share shall be a value reasonably share of Preferred Stock on the date immediately preceding the date of exercise as determined in good faith by the Company's ’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. In If the event Registered Holder informs the Company in writing that the Holder it disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be of a share of Preferred Stock as determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination Directors in accordance with subsection (ii) of fair valuethe preceding sentence within five business days of the date of such determination, and if the Company does not object and the 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 within 15 days after receipt of the Holder's appraisal, then shall be conclusive. If the fair market value determined by the Holder's Appraiser shall be investment bank is less than or equal to the fair market value determined by the Board of a Share. In Directors, the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination cost of the Holder's Appraiser valuation shall be paid by the Registered Holder and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on if the fair market value of a Share, and such agreed value shall be determined by the investment bank is greater than the fair market value determined by the Board of a Share. In Directors, the event that cost of the valuation shall be paid by the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of Common Stock is greater than the Exercise Price (a) In at the date of calculation as set forth below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant 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 the Holder a number of Shares shares of Common Stock computed using the following formula: Y (A-B) X = Y (------- A - B) --------- 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the date of such calculation) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and date of such calculation) B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bcalculation) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Common Stock shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate Directors in good faith to reach agreement on the fair faith; provided, however, that where there exists a public market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if for the Company's Common Stock is publicly traded on at the Determination Datetime of such exercise, the fair market value of a Share per share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the overOver-the-counter-market, Counter Market Summary or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices last reported sale price of the Common Stock listed or the closing price quoted on the principal national securities Nasdaq National Market, the Nasdaq Small-Cap Market or on any exchange on which the Common Stock is so tradedlisted, 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 each case for the twenty (20) trading days preceding event the Determination DateWarrant 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 of the Company's initial public offering.

Net Issue Exercise. 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 (a) In at the Date of Determination, as defined below), in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Form of Subscription and notice of such election (the date of such delivery being referred to herein as the "Date of Determination") in which event the Company shall issue to the Holder a number of Shares shares of Series A Preferred Stock computed using the following formula: X = Y (A - 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 this Warrantthe Warrant or, or if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of this the Warrant being cancelled; canceled (at the Date of Determination) A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Series A Preferred Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and Date of Determination) B = the Exercise Price (as adjusted to the date Date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (bDetermination) For purposes of this Sectionthe above calculation, fair market value of a Share one share of Series A Preferred Stock shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate Directors in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting as of the appraisal made by the Third Appraiser and the appraisal Date of the Holder's Appraiser and Company's Appraiser (whichever Determination; provided, however, when there is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if a public market for the Company's Common Stock is publicly traded on the Determination DateStock, the fair market value of a Share per share shall be equal to the product of (1i) the average of the closing prices of the Company's Common Stock quoted on the Nasdaq Stock Exchange, Inc., if applicable, National Market or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national primary securities exchange on which the Common Stock is so tradedthen listed, whichever is applicable, as published in each case the Wall Street Journal for the twenty ten (2010) trading days preceding prior to the Determination Date.Date of

Net Issue Exercise. (ai) In lieu addition to and without limiting the rights of exercising this Warrant as set forth in Section 3.1the holder under the terms hereof, the Holder holder may elect to receive Shares equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder holder a number of Shares shares of the Company's Additional Securities, Series B Preferred Stock or Conversion Stock, as applicable, computed using the following formula: X = Y (A - X=Y(A-B) --------- ------ A Where X = the - The number of Shares shares of Additional Securities, Series B Preferred Stock or Conversion Stock as applicable, to be issued to the Holder; holder of this Warrant. Y = the - The number of Shares shares of Additional Securities, Series B Preferred Stock or Conversion Stock as applicable, purchasable under this Warrant. A - If such exercise is prior to Company's IPO, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Shareshare of the Company's Common Stock issuable on conversion of the Additional Securities or Series B Preferred Stock as applicable; and if such exercise occurs following the Company's IPO, the fair market value of one share of the Company's Common Stock. B - Exercise Price on the date of this calculation. (ii) No payment of any cash or other consideration to the Company shall be required from the holder of this Warrant in connection with any exercise of this Warrant by exchange pursuant to this Section 5. Such exchange shall be effective upon the later of (i) the date of receipt by the Company of the Warrant surrendered for cancellation or (ii) the date of receipt by the Company of a written request from the holder that the exchange pursuant to this Section 5 be made or (iii) a later date as may be specified in such request. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange shall be issued, and the Company shall in lieu thereof make payment to the holder of cash in the amount of such fraction multiplied by the fair market value of one share of Common Stock issuable upon the conversion of the Additional Securities or Series B Preferred Stock, as applicable, on the date of the exchange. (iii) For the purpose of this Section 5, the "fair market value" of the shares of Additional Securities or Series B Preferred Stock, as applicable, shall be calculated on the basis of (a) if the Common Stock issuable upon the conversion thereof is then traded on a securities exchange, the average of the closing prices of such Common Stock on such exchange over the 30-day period ending three (3) days prior to the date of exercise, (b) if the Common Stock issuable upon the conversion thereof is then regularly traded over-the-counter, the average of the sale prices or secondarily the closing bid of such Common Stock over the 30-day period ending three (3) days prior to the date of exercise, or (c) if there is no active public market for the Common Stock issuable upon the conversion thereof, the fair market value thereof as determined in good faith by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination DateCompany. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. In addition to and without limiting the rights of the Holder under the terms of the Warrant, during anytime after the Registration Date (a) In lieu of exercising this Warrant as set forth defined in Section 3.110(b)(i)) the Company fails to maintain an effective Registration Statement (as defined in Section 10(b)(i)), except for extensions of time to file reports permitted by Rule 12b-25 or any successor rule (but in such event, not 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 receive Shares equal convert the Warrant or any portion thereof (the "Conversion Right") into shares of Common Stock as provided in this Section 3(b) at any time or from time to time during the term of the Warrant. Upon exercise of the Conversion Right with respect to a particular number of shares subject to the value of this Warrant (or the portion thereof being cancelled) by surrender of this "Converted Warrant at the principal office of the Company together with notice of such election in which event Shares"), the Company shall issue deliver to the Holder a (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 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 this Warrant, or if only a portion of this Converted Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelledShares; A = the fair market value of one Share, as determined by the Board of Directors share of the Company pursuant to paragraph Company's Common Stock on the Conversion Date (b) as defined below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"); and B = the Exercise Price per share exercise price of the Warrant (as adjusted to the date of such calculationsConversion Date). Such Shares The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional shares shall be issuable upon exercise of the Conversion Right, and if the number of shares to be issued as soon as practicable after determined in accordance with the Determination Date. (b) For purposes of this Sectionforegoing formula is other than a whole number, fair market value of a Share the Company shall be determined as follows: (A) If pay to the Company's Common Stock is not publicly traded at the Determination Date, Holder an amount in cash equal to the fair market value of a Share the resulting fractional share on the Conversion Date. Shares issued pursuant to the Conversion Right shall be a value reasonably determined by treated as if they were issued upon the Company's Board exercise of Directorsthe Warrant. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall The Conversion Right may be determined by an appraiser selected exercised by the Holder by the surrender of the Warrant at the principal office of the Company together with the Notice of Exercise attached hereto as Exhibit A, duly completed to 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 the Company of the Warrant together with the aforesaid Exercise Notice, or on such later date as is specified therein (the "Holder's AppraiserConversion Date") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (a1) In lieu of exercising this Warrant as set forth payment of the Exercise Price by bank check or wire transfer in accordance with Section 3.12.1 hereof, the Registered Holder may elect to receive Shares equal pay the Exercise Price by surrendering this Warrant to the value of this Warrant (or Company in exchange for the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Holder a number of Shares computed using shares of Common Stock determined in accordance with the following formula: X = Y (A - A-B) --------- ------- A Where Where: X = the number of Shares shares of Common Stock to be issued to the Registered Holder; Y = the number of Warrant Shares purchasable requested to be exercised under this Warrant, or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, share of Common Stock (as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of calculation); and B = the Exercise Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (b2) For purposes of this Sectionthe above calculation, current fair market value of a Share Common Stock shall be determined as followsmean with respect to each share of Common Stock: (A1) If this Warrant is exercised in connection with an initial public offering of the Common Stock, and if the Company's Registration Statement relating to such public offering has been declared effective by the Securities and Exchange Commission (the "Commission"), then the fair market value per share of Common Stock shall be the "Initial Price to Public" specified in the final prospectus filed with the Commission with respect to such offering; (2) If this Warrant is exercised prior to, and not in connection with, an initial public offering of Common Stock and if the Common Stock is not publicly then quoted in the Over-The-Counter Market Summary or on The Nasdaq Stock Market or traded at on an exchange, then the Determination Date, the current fair market value of a Share Common Stock shall be a value reasonably as determined in good faith by the Company's Board of Directors. In , unless (a) the event that Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Holder disagrees with Company is not the Board surviving party, or (b) the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company shall be the surviving party and in which all or substantially all of Directors' determination the outstanding shares of fair market valueCommon Stock shall be changed into or exchanged for stock or other securities of any other party or cash or any other property, then in which case the fair market value per share of Common Stock shall be determined by an appraiser selected deemed to be the value per share of Common Stock received by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board holders of Directors' determination of fair value, and if the Company does not object Common Stock pursuant to such determination within 15 days after receipt merger, acquisition or consolidation; and (3) If this Warrant is exercised not in connection with an initial public offering of Common Stock and the Holder's appraisalCommon Stock is quoted in the Over-The- Counter Market Summary or on The Nasdaq Stock Market or traded on an exchange, then the fair market value determined by the Holder's Appraiser shall be the current fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value Common Stock shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the weighted average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or on The Nasdaq OTC Bulletin Board Stock Market or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed price quoted on the principal national securities exchange on which the Common Stock is so traded, as the case may be, as published in each case the Wall Street Journal for the twenty ten (2010) trading days preceding day ------------------- period ending one day prior to the Determination Datedate of determination of such fair market value.

Net Issue Exercise. (a) In Notwithstanding any provisions herein to the ------------------ contrary, if the Fair Market Value of one share of Common Stock is greater than the Common Stock Purchase Price at the date of calculation, then, in lieu of exercising this Warrant as set forth in Section 3.1for cash, the Holder may elect to receive Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election canceled), in which event the Company shall issue to the Holder a that number of Shares computed using shares determined in accordance with the following formula: X [Y - Z] W = ----------- Y (A - B) --------- A Where X Where: W = the number of Shares shares of Common Stock to be issued to the Holder; Y X = the maximum number of Shares shares of Common Stock purchasable under this Warrantthe Warrant at the date of calculation, or or, if only a portion of this the Warrant is being cancelledexercised, the gross number of Shares covered by the portion of the Warrant being canceled; Y = the Fair Market Value of one share of Common Stock at the date of calculation; Z = the Common Stock Purchase Price in effect at the date of calculation. Upon receipt of a written notice of the Company's intention to raise capital by selling shares of Common Stock in an IPO (the "IPO Notice"), which ---------- notice shall be delivered to Holder at least thirty (30) days but not more than ninety (90) days before the anticipated effective date of the filing with the Securities and Exchange Commission of the registration statement associated with the IPO, the Holder shall promptly (but in any case within twenty (20) days before the anticipated effective date) notify the Company whether or not the Holder will exercise this Warrant being cancelled; A = the fair market value of one Share, as determined by the Board of Directors of the Company pursuant to paragraph (b) below, as at the time the net issue election is made pursuant to this Section (1.2 prior to consummation of the "Determination Date"); and B = the Exercise Price (as adjusted IPO. Notwithstanding whether or not an IPO Notice has been delivered to Holder or any other provision of this Warrant to the date of such calculations). Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value of a Share shall be determined as follows: (A) If the Company's Common Stock is not publicly traded at the Determination Date, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices contrary concerning calculation of the Common Stock quoted Purchase Price, if Holder decides to exercise this Warrant while a registration statement is on file with the Securities and Exchange Commission (the "SEC") in connection with the IPO, this --- Warrant shall be deemed exercised on the consummation of the IPO and the Fair Market Value of a share of Common Stock will be the price at which one share of Common Stock was sold to the public in the Nasdaq OTC Bulletin Board or IPO. If the over-the-counter-marketHolder has elected to exercise this Warrant pursuant to this Section 1.2 while a registration statement is on file with the Securities and Exchange Commission in connection with an IPO and the IPO is not consummated, or (2) if then Xxxxxx's exercise of this Warrant shall not be effective unless the Common Stock is then traded on a national securities exchange, Holder confirms in writing Xxxxxx's intention to go forward with the average exercise of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Datethis Warrant.

Net Issue Exercise. (a) In lieu of exercising this Warrant as set forth in accordance with Section 3.12, the Holder may elect to receive Shares shares equal to the value of this Warrant (or to the portion thereof being cancelledextent exercised) by surrender of this Warrant at the principal office of the Company together with notice of such election election, in which event the Company shall issue to the Holder a number of Shares computed using shares of the following formula: X = Y Company's Common Stock equal to the quotient obtained by dividing (A - Ba) --------- A Where X = the value of the aggregate number of Shares to be issued to the Holder; Y = the number shares of Shares purchasable under Common Stock for which this Warrant, or if only a portion of this Warrant warrant is being cancelled, the gross number of Shares covered by the portion of this Warrant being cancelled; A = the fair market value of one Share, as then exercised (determined by subtracting the Board aggregate Warrant Price for such shares immediately prior to surrender from the aggregate Fair Market Value (as hereinafter defined) of Directors of the Company pursuant to paragraph such shares), by (b) below, as at the time the net issue election is made pursuant Fair Market Value of one share of Common Stock immediately prior to this Section (the "Determination Date"); and B = the Exercise Price (as adjusted to the date of such calculations)surrender. Such Shares shall be issued as soon as practicable after the Determination Date. (b) For purposes of this Section, fair market value the "Fair Market Value" of a Share shall be determined as follows: (A) If the Company's Common Stock shall mean (i) if the company has consummated a registered public offering of its Common Stock, the average of the closing sale prices of each share of Common Stock for the ten (10) business days preceding the date upon which Fair Market Value is to be determined, or (ii) if the Company has not publicly traded at the Determination Dateconsummated a registered public offering of its Common Stock, the fair market value of a Share shall be a value reasonably each share of Common Stock, as determined in good faith by the Company's Board of Directors. In the event that of the surrender of this Warrant, as described above, certificates for the shares of stock issuable thereon shall be delivered to the Holder disagrees with as soon as possible and in any event within three days of receipt of notice of surrender. If the Board Warrant is not exercised in full pursuant to such surrender, a replacement warrant for the portion of Directors' determination of fair market value, then the fair market value Warrant not so exercised shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished to the Company within 20 days after the Board of Directors' determination of fair value, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate issued in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiseraccordance with Section 3. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices of the Common Stock quoted in the Nasdaq OTC Bulletin Board or the over-the-counter-market, or (2) if the Common Stock is then traded on a national securities exchange, the average of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination Date.

Net Issue Exercise. (ai) In lieu of exercising this Warrant as set forth in the manner provided above in Section 3.13(a), the Registered Holder may elect to receive Shares shares of Warrant Stock equal to the value of this Warrant (or the portion thereof being cancelledcanceled) by surrender of this Warrant at the principal office of the Company together with notice a Notice of such election Conversion in the form attached hereto as Attachment 3 in which event the Company shall issue to the Holder holder a number of Shares shares of Warrant Stock computed using the following formula: X = Y (A - B) --------- A Where X = the The number of Shares shares of Warrant Stock to be issued to the Registered Holder; . Y = the The number of Shares shares of Warrant Stock purchasable under this Warrant, Warrant or if only a portion of this Warrant is being cancelled, the gross number of Shares covered by the portion thereof to be surrendered (at the date of this Warrant being cancelled; such calculation). A = the The fair market value of one Share, as determined by the Board share of Directors of the Company pursuant to paragraph Warrant Stock (b) below, as at the time the net issue election is made pursuant to this Section (the "Determination Date"date of such calculation); and . B = the Exercise The Warrant Price (as adjusted to the date of such calculationscalculation). Such Shares shall be issued as soon as practicable after the Determination Date. (bii) For purposes of this SectionSection 3, the current fair market value of a Share Warrant Stock, with respect to each share of Warrant Stock, shall be determined as followsmean: (A1) If the Company's Common Stock exercise is not publicly traded at in connection with the Determination DateIPO, the fair market value of a Share shall be a value reasonably determined by the Company's Board of Directors. In the event that the Holder disagrees with the Board of Directors' determination of fair market value, then the current fair market value shall be determined by an appraiser selected by the Holder (the "Holder's Appraiser") and whose appraisal (the "Holder's Appraisal") shall be furnished “price to the Company within 20 days after public” of one share of Common Stock in the Board final prospectus. (2) If the exercise is in connection with a Change of Directors' determination of fair valueControl, and if the Company does not object to such determination within 15 days after receipt of the Holder's appraisal, then the current fair market value determined by the Holder's Appraiser shall be the fair market value of a Share. In the event that the Company objects to such determination then the Company shall select an appraiser (the "Company's Appraiser") who shall review the determination of the Holder's Appraiser and issue a report thereon (the "Company's Appraisal") within 30 days after the delivery of the Holder's Appraisal to the Company and within 10 days after the issuance of such report to the Holder's Appraiser, the Holder's Appraiser and the Company's Appraiser shall meet to negotiate in good faith to reach agreement on the fair market value of a Share, and such agreed value shall be the fair market per share value of a Share. In the event that the Company's Appraiser and the Holder's Appraiser are unable to reach agreement then such Appraisers shall select an appraiser (the "Third Appraiser") within 5 days after the meeting between the Holder's Appraiser and the Company's Appraiser, and the average of two appraisals, consisting of the appraisal made received by the Third Appraiser and the appraisal of the Holder's Appraiser and Company's Appraiser (whichever is closest to that of the Third Appraiser), shall be conclusive and binding on the Company and the Holder. The Company and the Holder shall each pay one half (1/2) of the fees and expenses of each of the Company's Appraiser, the Holder's Appraiser and the Third Appraiser. (B) if the Company's Common Stock is publicly traded on the Determination Date, the fair market value of a Share shall be equal to (1) the average of the closing prices quoted on the Nasdaq Stock Exchange, Inc., if applicable, or the average of the last bid and asked prices holders of the Common Stock quoted in pursuant to the Nasdaq OTC Bulletin Board Change of Control, and the exercise shall be effective upon the closing of the Change of Control, subject to due, proper and prior surrender of this Warrant. (3) Otherwise, the current fair market value shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares sold by the over-the-counter-market, or (2) if the Company from authorized but unissued shares of Common Stock is then traded on a national securities exchange, the average as determined in good faith by its Board of the high and low closing prices of the Common Stock listed on the principal national securities exchange on which the Common Stock is so traded, in each case for the twenty (20) trading days preceding the Determination DateDirectors.