Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in lieu of exercising this Warrant pursuant to Section 2(a) above, the Holder may elect to exercise this Warrant, in whole or in part, on a net-issue basis by electing to surrender a number of Warrant Shares equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender of this Warrant (with a duly executed Notice of Exercise designating the Holder’s election to exercise on a net-issue basis), at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (i) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (ii) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iii) the number of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is the number of Warrant Shares to be issued to the holder in connection with such net-issue exercise;

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 belowSubject to Sections 1.2(f) and 1.2(g), in lieu of exercising this Warrant on a cash basis pursuant to Section 2(a) above1.2(a), the Holder may elect to exercise this WarrantWarrant at any time prior to the Expiration Date and from time to time, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the value of this Warrant Price for (or any portion thereof to be canceled in connection with such Net-Issue Exercise) at the number time of Warrant Shares in respect of which the Warrant is then being exercisedany such Net-Issue Exercise, by surrender of this Warrant (Warrant, together with a the duly executed completed and signed Notice of Exercise (designating the Holder’s 's election to exercise on a netNet-issue basisIssue Exercise (“Net-Issue Exercise”)), to the Company at the principal executive offices of the CompanyCompany as provided in Section 7. The Notice of Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, (iiB) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this Warrant after such netNet-issue exerciseIssue Exercise, if any (each as determined in accordance with this Section 2(b1.2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1.2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · • “X” is the number of Warrant Shares to be issued to the holder Holder in connection with such netNet-issue exerciseIssue Exercise; • “Y” is the number of Warrant Shares to be exercised, up to the number of Warrant Shares subject to this Warrant;

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Exercise designating Net-Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit B hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1(b), the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is Y = the number of Warrant Shares subject to be issued to this Warrant. A = the holder Fair Market Value of one share of Common Stock. B = the Exercise Price in connection with effect as of the date of such net-issue exercise;exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time and from time to time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Exercise designating Net- Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit B hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to --------- indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), 1(b) the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = Y (A-B) ------- A X = the number of Warrant Shares to be issued to the holder Holder in connection with such net-issue exercise;. Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value of one share of Series C Preferred Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof)

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expiredNotwithstanding any provision herein to the contrary, then, immediately after if the expiration Fair Market Value (as defined below) of one share of the Lockup Period Company's Common Stock is greater than the Exercise Price (defined in Section 8 at the date of calculation as set forth below), in lieu of exercising this Warrant pursuant to Section 2(a3(a) abovehereof, the Holder may elect to exercise this Warrant, in whole or in part, on a net-issue basis by electing to surrender a number of Warrant Shares receive shares equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value (as determined below) of this Warrant (or portion thereof being canceled) by surrendering this Warrant to the Company, with a duly executed Notice of Exercise designating the Holder’s election to exercise on a net-issue basis), at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (i) reflect Net Issue Exercise and specifying the number of Warrant Shares to be delivered purchased, during normal business hours on any business day during the Exercise Period. Such Warrant Shares shall be deemed to be issued to Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant is surrendered in accordance with the provisions hereof, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. Upon such exercise, Holder shall be entitled to receive, and the Company shall issue to Holder, a number of Warrant Shares computed as of the date of surrender of this Warrant to the Holder in connection with such netCompany using the following formula: X = Y(A-issue exercise, (iiB) A Where X = the number of Warrant Shares being surrendered in payment of the Exercise Price for to be issued to Holder under this Section 3(b); Y = the number of Warrant Shares in respect of which this Warrant election is then being exercised in connection with such net-issue exercise, calculated as of made; A = the Determination Date Fair Market Value (as defined below) of one share of the Company's Common Stock at the date of such calculation; and B = the Exercise Price (iii) the number of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will issue adjusted to the Holder date of the number of Warrant Shares determined in accordance with the following formula: where: · “X” is the number of Warrant Shares to be issued to the holder in connection with such net-issue exercise;issuance).

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant for any Warrant Shares that have vested pursuant to Section 7, at any time on or prior to the Expiration Date, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the value of this Warrant Price for at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Net-Issue Exercise, in the form attached as Exhibit B hereto, properly marked to indicate (A) the number of Warrant Shares in respect of which the Warrant is then being exercisedvested, by surrender of this Warrant (with a duly executed Notice of Exercise designating the Holder’s election to exercise on a net-issue basis), at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iB) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exerciseHolder, (iiC) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised in connection with such net-issue exerciseby Holder, calculated as of the Determination Date (as defined below) and (iiiD) the number of Warrant Shares which remain remaining subject to this the Warrant after such net-issue exercise, if any and (F) the calculation of Fair Market Value as of the date of exercise (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1(b), the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = Y (A-B) ------- A X = the number of Warrant Shares to be issued to the holder Holder in connection with such net-issue exercise;. Y = the number of Warrant Shares with respect to which this Warrant is being exercised. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price per share in effect as of the date of such net-issue exercise.

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising this Warrant pursuant to and delivering payment in the manner provided in Section 2(a) above2(b), the Registered Holder may elect to 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 the Registered Holder or by the Registered Holder’s duly authorized attorney, along with a copy of this Warrant, in whole or in part, on a net-which event the Company shall issue basis by electing to surrender the Registered Holder a number of Warrant Shares equal in value to the Warrant Price for the number shares of Warrant Shares in respect of which the Warrant is then being exercised, by surrender of this Warrant (with a duly executed Notice of Exercise designating the Holder’s election to exercise on a net-issue basis), at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (i) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (ii) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iii) the number of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with Stock computed using the following formula: where: · “X” is X = Y (A - B) A where X = the number of shares of Warrant Shares Stock to be issued to the holder Registered Holder. Y = the number of shares of Warrant Stock purchasable under this Warrant as set out on the purchase/exercise form. A = the fair market value of one share of Warrant Stock on the date of such net exercise. B = the Purchase Price. (ii) For purposes of this Section 2(d), the “fair market value of Warrant Stock on the date of net exercise” shall mean with respect to each share of Warrant Stock: (A) 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 registration statement relating to such netIPO or Direct Listing, as applicable, has been declared effective by the Securities and Exchange Commission, then the fair market value shall be the initial “Price to Public” per share specified in the final prospectus with respect to such offering; (B) if (A) is not applicable, the fair market value of Warrant Stock shall be at the per share valuation as determined by an independent third-issue exercise;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 a consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of such stock pursuant to such acquisition.

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired(a) Notwithstanding any provisions herein to the contrary, then, immediately after if the expiration Current Market Value (determined pursuant to Section 5.01(e)) of one Share is greater than the Lockup Period Exercise Price (defined in Section 8 at the date of calculation as set forth below), in lieu of exercising this a Warrant pursuant to Section 2(a) abovefor cash or by certified or official bank check, the Holder holder may elect to exercise this Warrant, receive Shares equal to the value (as determined below) of the Warrant in whole or in part, on a net-which event the Company shall issue basis by electing to surrender the holder of the Warrant a number of Warrant Shares equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender of this Warrant (with a duly executed Notice of Exercise designating the Holder’s election to exercise on a net-issue basis), at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (i) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (ii) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iii) the number of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with computed using the following formula: where: · “X” is Y(A - B) X = -------- A Where X = the number of Warrant Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant A = the Current Market Value of one Share on the Exercise Date (as is defined in connection Section 2.04(c)) B = Exercise Price (as adjusted to the Exercise Date) For the purposes of the above calculation, Current Market Value of one Share shall be determined as provided by Section 5.01(e) of this Agreement. (b) Warrants may be exercised on or after the Exercisability Date by surrendering at any Warrant Exercise Office the Warrant Certificate evidencing such Warrants with a Cashless Exercise Form substantially in the form of EXHIBIT D hereto (a "Cashless Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Each Warrant may be exercised only in whole. (c) Upon such net-surrender of a Warrant Certificate at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate shall be promptly delivered to the Warrant Agent. When exercised pursuant to this Section 2.04, the "EXERCISE DATE" for a Warrant shall be the date when the items referred to in the first sentence of paragraph (b) of this Section 2.04 are received by the Warrant Agent at or prior to 2:00 p.m., Dallas, Texas time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraph (b) are received after 2:00 p.m., Dallas, Texas time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraph (b) are received by the Warrant Agent prior to 5:00 p.m., Dallas, Texas time, on such Expiration Date, the exercise of the Warrants to which such items related will be effective on the Expiration Date. (d) Upon the exercise of a Warrant in accordance with the terms hereof and the receipt of a Warrant Certificate, the Warrant Agent shall, as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request. (e) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue exercise;or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Cashless Exercise. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company's written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a) above1(a), the Holder may may, subject to Section 2 and Section 8 herein, elect to exercise such rights represented by this Warrant, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion hereof to be cancelled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Exercise designating Net-Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit B hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), 1(b) the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = Y(A-B) ------ A X = the number of Warrant Shares to be issued to the holder Holder in connection with such net-issue exercise;. Y = the number of Warrant Shares purchasable under this Warrant or the portion of the Warrant being exercised in connection with such net-issue exercise. A = the Fair Market Value (as defined below) of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 3 hereof).

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time and from time to time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Exercise designating the Holder’s election to exercise on a netNet-issue basis)Exercise, at in the principal executive offices of the Company. The Exercise Notice shall be form attached as Exhibit "B" hereto, properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Common Stock Warrant Agreement 1 Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), 1(b) the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = Y (A-B) ------- A X = the number of Warrant Shares to be issued to the holder Holder in connection with such net-issue exercise;. Y = the number of Warrant Shares purchasable under this Warrant or the portion of the Warrant being exercised in connection with such net-issue exercise. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof.)

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company this Warrant and a completed and duly executed Notice of Exercise designating Net-Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit B hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1(b), the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = Y (A-B) Y = the number of Warrant Shares subject to be issued to this Warrant. A = the holder Fair Market Value (as defined below) of one share Common Stock on the date of exercise. B = the Exercise Price in connection with effect as of the date of such net-issue exercise;exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. If this At any time and from time to time (A) that there is a public market for the Common Stock or Warrant has Shares following an initial public offering of such securities, (B) during the fifteen (15) day period following the date upon which the Company notifies the Holders of a Third Party Cash Transaction (or, in the case of a Third Party Cash Transaction of which the Company’s senior management does not been either fully exercised or has not otherwise expiredhave actual knowledge, then, immediately within fifteen (15) days after the expiration Holders become aware (but in any event not more than ninety (90) days after the occurrence of) such transaction), or (C) during the forty-five (45) day period prior to the Expiration Time (subject to extension as set forth herein with respect to an exercise by a Holder that has provided to the Company a Notice of Exercise within such forty-five (45) day period), the Lockup Period (defined in Section 8 below)Holder may, in lieu of exercising this Warrant payment of the Exercise Price pursuant to Section 2(a) above2.3, elect to exchange a Warrant for Warrant Shares pursuant to this Section 2.4. If the Holder so elects to exchange a Warrant, the Holder may elect shall tender to exercise this Warrantthe Company the Warrant Certificate or Warrant Certificates representing the Warrant to be so exchanged along with the applicable Notice of Exercise electing the “net issue exercise” option, in whole or in partand, on a net-subject to the last paragraph of Section 2.3, the Company shall issue basis by electing to surrender a number of the Holder Warrant Shares equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender of this Warrant (with a duly executed Notice of Exercise designating the Holder’s election to exercise on a net-issue basis), at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate determined by multiplying (ia) the number of Warrant Shares issuable based on the amount of Warrants specified in the applicable Notice of Exercise as being exchanged by (b) a fraction: (i) the numerator of which shall be the excess of the Fair Value (determined on the date the Notice of Exercise is given; provided, that, for the purposes of clauses (A) and (B) of the first sentence of this Section 2.4, and notwithstanding anything herein to the contrary, Fair Value shall conclusively be deemed to be delivered equal to the Holder Current Market Price of the Common Stock or the price of the Common Stock in connection with such net-issue exercisethe Third Party Cash Transaction, respectively) per share of Common Stock over the Exercise Price (determined as of the date the Notice of Exercise is given) and (ii) the denominator of which shall be the Fair Value (determined as of the date the Notice of Exercise is given) per share of Common Stock. If a Warrant is exercised with respect to less than all of the Warrant Shares issuable upon exercise of the Warrant evidenced by a Warrant Certificate, subject to the last paragraph of Section 2.3, the Company shall issue and deliver to the Holder or the transferee so designated in the Notice of Exercise, a new Warrant Certificate evidencing the right of the Holder or such transferee to purchase at the Exercise Price then in effect the aggregate number of Warrant Shares being surrendered in payment of for which the Exercise Price for Warrant evidenced by the number of original Warrant Shares in respect of which this Certificate shall not have been exchanged and the original Warrant is then being exercised in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iii) the number of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is the number of Warrant Shares to Certificate shall be issued to the holder in connection with such net-issue exercise;cancelled.

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in In lieu of exercising this Warrant on a cash basis pursuant to Section 2(a) above1.2(a), the Holder may elect to exercise this WarrantWarrant at any time prior to the Expiration Date and from time to time, in whole or in part, but not for less than 1,000,000 Warrant Shares, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the value of this Warrant Price for (or any portion thereof to be canceled in connection with such Net-Issue Exercise) at the number time of Warrant Shares in respect of which the Warrant is then being exercisedany such Net-Issue Exercise, by surrender of this Warrant (Warrant, together with a the duly executed completed and signed Notice of Exercise (designating the Holder’s election to exercise on a netNet-issue basisIssue Exercise (“Net-Issue Exercise”)), to the Company at the principal executive offices of the CompanyCompany as provided in Section 7; provided that the Holder may not elect to Net-Issue Exercise this Warrant if at such time the Holder would be prohibited from transferring the Warrant Shares pursuant to Section 3. The Notice of Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, (iiB) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this Warrant after such netNet-issue exerciseIssue Exercise, if any (each as determined in accordance with this Section 2(b1.2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1.2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · • “X” is the number of Warrant Shares to be issued to the holder Holder in connection with such netNet-issue exerciseIssue Exercise;

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in In lieu of exercising this Warrant pursuant to Section 2(a) above1.1(a), this Warrant may be exercised by the Holder may elect to exercise this Warrant, in whole or in part, on a net-issue basis Warrantholder by electing to surrender a number of Warrant Shares equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender of this Warrant (to the Company, with a duly executed Notice of Exercise designating the Holder’s election to exercise on a net-issue basis), at the principal executive offices of the Company. The Exercise Notice shall be properly Form marked to indicate (i) reflect Net Issue Exercise and specifying the number of Warrant Shares to be delivered to purchased from the Holder in connection with First Tranche and/or the Second Tranche, during normal business hours on any Business Day during either the First Tranche Exercise Period or the Second Tranche Exercise Period, as the case may be. The Company agrees that such net-issue exercise, (ii) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iii) the number of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is the number of Warrant Shares shall be deemed to be issued to the Warrantholder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant shall have been surrendered as aforesaid. Upon such exercise, the Warrantholder shall be entitled to receive shares equal to the value of the First Tranche and the Second Tranche of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company together with notice of such election in connection with which event the Company shall issue to Warrantholder a number of shares of the Company's Common Stock computed as of the date of surrender of this Warrant to the Company using the following formula: X = Y x (A-B) ---------- A Where X = the number of shares of Common Stock to be issued to Warrantholder under this Section 1.1(b) from the First Tranche or the Second Tranche, as applicable; Y = the number of shares of Common Stock otherwise purchasable under this Warrant (at the date of such net-issue exercise;calculation) from the First Tranche or the Second Tranche, as applicable; A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); B = the First Tranche Exercise Price or the Second Tranche Exercise Price, as applicable (as adjusted to the date of such calculation).

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company this Warrant and a completed and duly executed Notice of Exercise designating Net-Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit B hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1(b), the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = Y (A-B) X = the number of Warrant Shares to be issued to the holder Holder in connection with such net-issue exercise;. Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value (as defined below) of one share Common Stock on the date of exercise. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company this Warrant and a completed and duly executed Notice of Exercise designating Net-Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit B hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1(b), the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = Y (A-B) ------- A X = the number of Warrant Shares to be issued to the holder Holder in connection with such net-issue exercise;. Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value (as defined below) of one share Common Stock on the date of exercise. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired(a) Notwithstanding any provisions herein to the contrary, then, immediately after if the expiration Current Market Value (determined pursuant to Section 5.01(e)) of one Share is greater than the Lockup Period Exercise Price (defined in Section 8 at the date of calculation as set forth below), in lieu of exercising this a Warrant pursuant to Section 2(a) abovefor cash or by certified or official bank check, the Holder holder may elect to exercise this Warrant, receive Shares equal to the value (as determined below) of the Warrant in whole or in part, on a net-which event the Company shall issue basis by electing to surrender the holder of the Warrant a number of Warrant Shares equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender of this Warrant (with a duly executed Notice of Exercise designating the Holder’s election to exercise on a net-issue basis), at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (i) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (ii) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iii) the number of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with computed using the following formula: where: · “X” is X = Y (A - B) --------- A Where X = the number of Warrant Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant A = the Current Market Value of one Share on the Exercise Date (as is defined in connection Section 2.04(c)) B = Exercise Price (as adjusted to the Exercise Date) For the purposes of the above calculation, Current Market Value of one Share shall be determined as provided by Section 5.01(e) of this Agreement. (b) Warrants may be exercised on or after the Exercisability Date by surrendering at any Warrant Exercise Office the Warrant Certificate evidencing such Warrants with a Cashless Exercise Form substantially in the form of Exhibit D hereto (a "Cashless Exercise") duly completed and signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Each Warrant may be exercised only in whole. (c) Upon such net-surrender of a Warrant Certificate at any Warrant Exercise Office (other than any Warrant Exercise Office that also is an office of the Warrant Agent), such Warrant Certificate shall be promptly delivered to the Warrant Agent. When exercised pursuant to this Section 2.04, the "Exercise Date" for a Warrant shall be the date when the items referred to in the first sentence of paragraph (b) of this Section 2.04 are received by the Warrant Agent at or prior to 2:00 p.m., Dallas, Texas time, on a Business Day and the exercise of the Warrants will be effective as of such Exercise Date. If any items referred to in the first sentence of paragraph (b) are received after 2:00 p.m., Dallas, Texas time, on a Business Day, the exercise of the Warrants to which such item relates will be effective on the next succeeding Business Day. Notwithstanding the foregoing, in the case of an exercise of Warrants on the Expiration Date (as defined in Section 2.01), if all of the items referred to in the first sentence of paragraph (b) are received by the Warrant Agent prior to 5:00 p.m., Dallas, Texas time, on such Expiration Date, the exercise of the Warrants to which such items related will be effective on the Expiration Date. (d) Upon the exercise of a Warrant in accordance with the terms hereof and the receipt of a Warrant Certificate, the Warrant Agent shall, as soon as practicable, advise the Company in writing of the number of Warrants (giving effect to Section 5.01(i) below) exercised in accordance with the terms and conditions of this Agreement and the Warrant Certificates, the instructions of each exercising holder of the Warrant Certificates with respect to delivery of the Shares to which such holder is entitled upon such exercise, and such other information as the Company shall reasonably request. (e) Subject to Section 5.02 hereof, as soon as practicable after the exercise of any Warrant or Warrants in accordance with the terms hereof, the Company shall issue exercise;or cause to be issued to or upon the written order of the registered holder of the Warrant Certificate evidencing such exercised Warrant or Warrants, a certificate or certificates evidencing the Shares to which such holder is entitled, in fully registered form, registered in such name or names as may be directed by such holder pursuant to the Cashless Exercise. The Warrant Agent shall have no obligation to ascertain the number of Shares to be issued with respect to the exercised Warrant or Warrants. Such certificate or certificates evidencing the Shares shall be deemed to have been issued and any persons who are designated to be named therein shall be deemed to have become the holder of record of such Shares as of the close of business on the Exercise Date. After such exercise of any Warrant or Warrants, the Company shall also issue or cause to be issued to or upon the written order of the registered holder of such Warrant Certificate, a new Warrant Certificate, countersigned by the Warrant Agent pursuant to the Company's written instruction, evidencing the number of Warrants, if any, remaining unexercised unless such Warrants shall have expired.

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 belowSubject to Sections 1.2(f) and 1.2(g), in lieu of exercising this Warrant on a cash basis pursuant to Section 2(a) above1.2(a), the Holder may elect to exercise this WarrantWarrant at any time prior to the Expiration Date and from time to time, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the value of this Warrant Price for (or any portion thereof to be canceled in connection with such Net-Issue Exercise) at the number time of Warrant Shares in respect of which the Warrant is then being exercisedany such Net-Issue Exercise, by surrender of this Warrant (Warrant, together with a the duly executed completed and signed Notice of Exercise (designating the Holder’s election to exercise on a netNet-issue basisIssue Exercise (“Net-Issue Exercise”)), to the Company at the principal executive offices of the CompanyCompany as provided in Section 7. The Notice of Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, (iiB) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this Warrant after such netNet-issue exerciseIssue Exercise, if any (each as determined in accordance with this Section 2(b1.2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1.2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is the number of Warrant Shares to be issued to the holder in connection with such net-issue exercise;:

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration In lieu of the Lockup Period (defined payment methods set forth in Section 8 2.1(b) above, if the Fair Market Value of one share of Warrant Stock is greater than the Exercise Price (at the date of exchange set forth below), in lieu of exercising this Warrant pursuant to Section 2(a) above, the Holder may elect to exercise this Warrantexchange, in whole or in partpart at any time or from time to time on or before the Expiration Time, this Warrant for shares of Warrant Stock equal to the value of the Warrant being exchanged on a netthe date of exchange; provided that not more than eight-issue basis by electing to surrender a tenths of the aggregate number of Warrant Shares equal in value to the Warrant Price for the number shares of Warrant Shares in respect of which Stock set forth on the Warrant is then being exercised, by surrender cover page of this Warrant (shall be permitted to be exchanged pursuant to this Section 2.2; provided, however, that the foregoing eight-tenths limitation shall not apply in the case of an automatic net exercise pursuant to Section 2.3 and all of the shares of Warrant Stock set forth on the cover page of this Warrant shall be permitted to be exchanged pursuant to Section 2.3 and this Section 2.2. If the Holder elects to exchange this Warrant as provided in this Section 2.2, the Holder shall surrender to the Company at the principal executive office of the Company, this Warrant for the amount being exchanged, together with a duly executed Notice of Exercise designating in substantially the Holder’s election to exercise on a net-issue basis)form attached hereto as Exhibit A, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (i) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (ii) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iii) the number of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will shall issue to the Holder the number of shares of the Warrant Shares determined in accordance with Stock computed using the following formula: where: · “X” is X = Y (A-B) Where X = the number of shares of Warrant Shares Stock to be issued to the holder Holder. Y = the number of shares of Warrant Stock purchasable under this Warrant being exchanged (as adjusted to the date of such exchange); provided that, not more than eight-tenths of the aggregate number of shares of Warrant Stock set forth on the cover page of this Warrant shall be permitted to be exchanged pursuant to this Section 2.2; provided, however, that the foregoing eight-tenths limitation shall not apply in connection with the case of an automatic net exercise pursuant to Section 2.3 and all of the shares of Warrant Stock set forth on the cover page of this Warrant shall be permitted to be exchanged pursuant to Section 2.3 and this Section 2.2. A = the Fair Market Value of one share of the Warrant Stock. B = Exercise Price (as adjusted to the date of such net-issue exchange). All references in this Warrant to an “exercise;” of this Warrant shall include an exchange pursuant to this Section 2.2.

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time and from time to time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Exercise designating Net-Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit “B” hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), 1(b) the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = the number of Warrant Shares to be issued to the holder Holder in connection with such net-issue exercise;. Y = the number of Warrant Shares purchasable under this Warrant or the portion of the Warrant being exercised in connection with such net-issue exercise. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time and from time to time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Exercise designating Net-Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit “B” hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with Warrant Agreement 1 such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), 1(b) the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = Y (A-B) X = the number of Warrant Shares to be issued to the holder Holder in connection with such net-issue exercise;. Y = the number of Warrant Shares purchasable under this Warrant or the portion of the Warrant being exercised in connection with such net-issue exercise. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof.)

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Exercise designating Net-Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit B hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1(b), the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is X = the number of Warrant Shares to be issued to the holder Holder in connection with such net-issue exercise;. Y = the number of Warrant Shares subject to this Warrant. A = the Fair Market Value of one share of Common Stock. B = the Exercise Price in effect as of the date of such net-issue exercise (as adjusted pursuant to Section 2 hereof).

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in In lieu of exercising this Warrant on a cash basis pursuant to Section 2(a) above1.2(a), the Holder may elect to exercise this WarrantWarrant at any time prior to the Expiration Date and from time to time, in whole or in part, but not for less than 1,000,000 Warrant Shares, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the value of this Warrant Price for (or any portion thereof to be canceled in connection with such Net-Issue Exercise) at the number time of Warrant Shares in respect of which the Warrant is then being exercisedany such Net-Issue Exercise, by surrender of this Warrant (Warrant, together with a the duly executed completed and signed Notice of Exercise (designating the Holder’s election to exercise on a netNet-issue basisIssue Exercise (“Net-Issue Exercise”)), to the Company at the principal executive offices of the CompanyCompany as provided in Section 7; provided that the Holder may not elect to Net-Issue Exercise this Warrant if at such time the Holder would be prohibited from transferring the Warrant Shares pursuant to Section 3. The Notice of Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, (iiB) the number of Warrant Shares being surrendered in payment of the Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised surrendered in payment of the aggregate Exercise Price for the Warrant Shares to be delivered to the Holder in connection with such netNet-issue exerciseIssue Exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this Warrant after such netNet-issue exerciseIssue Exercise, if any (each as determined in accordance with this Section 2(b1.2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1.2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is the number of Warrant Shares to be issued to the holder in connection with such net-issue exercise;:

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately after the expiration of the Lockup Period (defined in Section 8 below), in i) In lieu of exercising the purchase rights represented by this Warrant on a cash basis pursuant to Section 2(a1(a) abovehereof, the Holder may elect to exercise such rights represented by this WarrantWarrant at any time during the term hereof, in whole or in part, on a net-issue basis by electing to surrender a receive the number of Warrant Shares which are equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value of this Warrant (or any portion thereof to be canceled in connection with such net-issue exercise) at the time of any such net-issue exercise, by delivery to the principal offices of the Company of this Warrant and a completed and duly executed Notice of Exercise designating Net-Issue Exercise, in the Holder’s election to exercise on a net-issue basis)form attached as Exhibit B hereto, at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (iA) the number of Warrant Shares to be delivered to the Holder in connection with such net-issue exercise, (iiB) the number of Warrant Shares with respect to which the Warrant is being surrendered in payment of the aggregate Exercise Price for the number of Warrant Shares in respect of which this Warrant is then being exercised to be delivered to the Holder in connection with such net-issue exercise, calculated as of the Determination Date (as defined below) and (iiiC) the number of Warrant Shares which remain subject to this the Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b1(b)(ii) hereof)). . (ii) In the event that the Holder elects shall elect to exercise the rights represented by this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b1(b), the Company will shall issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is the number of Warrant Shares to be issued to the holder in connection with such net-issue exercise;:

Net Issue Exercise. If this Warrant has not been either fully exercised or has not otherwise expired, then, immediately Commencing thirty (30) months after the expiration Effective Date hereof, and notwithstanding any other provision herein to the contrary, if the Fair Market Value (as defined below) of one share of the Lockup Period Company's Common Stock is greater than the Exercise Price (defined in Section 8 at the date of calculation as set forth below), in lieu of exercising this Warrant pursuant to Section 2(a3(a) abovehereof, the Holder may elect to exercise this Warrant, in whole or in part, on a net-issue basis by electing to surrender a number of Warrant Shares receive shares equal in value to the Warrant Price for the number of Warrant Shares in respect of which the Warrant is then being exercised, by surrender value (as determined below) of this Warrant (or portion thereof being canceled) by surrendering this Warrant to the Company, with a duly executed Notice of Exercise designating the Holder’s election to exercise on a net-issue basis), at the principal executive offices of the Company. The Exercise Notice shall be properly marked to indicate (i) reflect Net Issue Exercise and specifying the number of Warrant Shares to be delivered purchased, during normal business hours on any business day during the Exercise Period. Such Warrant Shares shall be deemed to be issued to Holder as the record holder of such Warrant Shares as of the close of business on the date on which this Warrant is surrendered in accordance with the provisions hereof, and the person entitled to receive the Warrant Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such shares as of the close of business on such date. Upon such exercise, Holder shall be entitled to receive, and the Company shall issue to Holder, a number of Warrant Shares computed as of the date of surrender of this Warrant to the Holder in connection with such netCompany using the following formula: X = Y(A-issue exercise, (iiB) Where X = the number of Warrant Shares being surrendered in payment of the Exercise Price for to be issued to Holder under this Section 3(b); Y = the number of Warrant Shares in respect of which this Warrant election is then being exercised in connection with such net-issue exercise, calculated as of made; A = the Determination Date Fair Market Value (as defined below) and (iii) of one share of the number Company's Common Stock at the date of Warrant Shares which remain subject to this Warrant after such net-issue exercise, if any (each as determined in accordance with this Section 2(b)). In the event that the Holder elects to exercise this Warrant in whole or in part on a net-issue basis pursuant to this Section 2(b), the Company will issue to the Holder the number of Warrant Shares determined in accordance with the following formula: where: · “X” is the number of Warrant Shares to be issued to the holder in connection with such net-issue exercise;calculation; and