Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. In lieu of exercising this Warrant as specified in Section 1.1.1, Holder may from time to time elect to exercise this Warrant by receiving Shares equal to the exchange value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice of election, in which event the Company shall issue to the Holder a number of Shares computed as equaling the exchange value 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. A = the Fair Market Value (as determined pursuant to Section 1.6 below) of one Share. B = the exercise price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in pursuant ------------------ to Section 1.1.12(a) hereof, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant and the fully executed Series B Transaction Documents at the principal office of the Company Company, together with such notice the Notice of election, Exercise in which event alternative No. 1 is initiated by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this Warrantwarrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Series B Preferred Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in pursuant to Section 1.1.11 above, the Holder may from time to time elect to exercise this receive a number of Warrant by receiving Shares equal to the exchange value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice of such election, in which event the Company shall issue to the Holder a number of Warrant Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares purchasable under this Warrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one ShareWarrant Share on the date of determination. B = the exercise price per share Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. (i) In lieu of exercising this Warrant as specified in the manner provided above in Section 1.1.13(a), Holder may from time to time elect to exercise this receive Warrant by receiving Shares equal to the exchange value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice of election, such election in which event the Company shall issue to the Holder a number of shares of Warrant Shares computed as equaling the exchange value using the following formula: X = Y*(A-B)/A where: Y (A – B) 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 WarrantWarrant (at the date of such calculation). A = is the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one ShareShare (at the date of such calculation). B = is the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in Section 1.1.1------------------ pursuant to subparagraph 4(a) above and subject to the Company's prior written consent, the Holder may from time to time elect to exercise this Warrant by receiving Shares receive shares equal to the exchange value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice of election, such election in which event the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AX=Y(A-B)/A whereB) ------ A Where: X = the X= The number of Shares to be issued to the Holder. Y = Y= the number of Shares purchasable under this WarrantWarrant (or the portion thereof being canceled) at the time of such exercise. A = A= the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Share. share of Class B = Common Stock at the exercise price (as adjusted to the date time of such calculation)exercise.

Net Issue Exercise. In lieu of exercising this Warrant as specified in Section 1.1.1Warrant, the ------------------ Holder may from time to time elect to exercise this Warrant by receiving receive Shares equal to the exchange value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice of such election, in which event the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of the Shares to be issued to the Holder. Y = the number of the Shares purchasable under this Warrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one ShareShare on the date of determination. B = the exercise price per share Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in warrant pursuant ------------------ to Section 1.1.11(a) hereof, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice Notice of election, Exercise in which event alternative No. 1 is initiated by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this Warrantwarrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Common Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. i) In lieu of exercising this Warrant as specified in pursuant to Section 1.1.11(b) above, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice Notice of election, Exercise in which event alternative No. 1 is initialed by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this WarrantWarrant (or the portion thereof being canceled). A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Common Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in pursuant to Section 1.1.11(a) hereof, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant and the fully executed Series C Transaction Documents at the principal office of the Company Company, together with such notice the Notice of election, Exercise in which event alternative No. 1 is initiated by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AX=Y (A-B)/A where: Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this Warrantwarrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Series C Preferred Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in Section 1.1.1Warrant, the Holder may from time to time elect to exercise this Warrant by receiving receive Shares equal to the exchange value of this Warrant Warrant, but only with respect to Shares that are vested and exercisable, (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice of such election, in which event the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formulaformula with respect to Shares that are vested and exercisable: X = Y*(AY (A-B)/A whereB) Where: X = the number of the Shares to be issued to the Holder. Y = the number of the Shares purchasable vested and exercisable under this Warrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one ShareShare on the date of determination. B = the exercise price per share Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in warrant pursuant to ------------------ Section 1.1.1l(a) hereof, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice Notice of election, Exercise in which event alternative No. 1 is initiated by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this Warrantwarrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Common Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in pursuant to Section 1.1.11(a) hereof, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant and the fully executed Series C Transaction Documents at the principal office of the Company Company, together with such notice the Notice of election, Exercise in which event alternative No. 1 is initiated by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this Warrantwarrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Series C Preferred Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in Section 1.1.1Warrant, the Holder may from time to time elect to exercise this Warrant by receiving receive Shares equal to the exchange value of this Warrant Warrant, but only with respect to Shares that are vested and exercisable, (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice of such election, in which event the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formulaformula with respect to Shares that are vested and exercisable: X = Y*(A-B)/A whereWhere: X = the number of the Shares to be issued to the Holder. Y = the number of the Shares purchasable vested and exercisable under this Warrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one ShareShare on the date of determination. B = the exercise price per share Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in Section 1.1.1for cash, the Holder may from time to time elect to exercise this Warrant by receiving Shares receive shares equal to the exchange value of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with such notice of electionsuch election (a “Net Exercise”). A Holder exercises this Warrant pursuant to this Section 4 shall have the rights described in Sections 3(b) and 3(c) hereof, in which event and the Company shall issue to the such Holder a number of Shares computed as equaling the exchange value using the following formula: Y (A - B) X = Y*(A-B)/A where: A Where X = the The number of Shares to be issued to the Holder. Y = the The number of Shares purchasable under this Warrant. A = Warrant or, if only a portion of the Fair Market Value Warrant is being exercised, the portion of the Warrant being cancelled (as determined pursuant to Section 1.6 below) of one Share. B = the exercise price (as adjusted to at the date of such calculation).

Net Issue Exercise. (i) In lieu of exercising this Warrant as specified in the manner provided above in Section 1.1.11(a), the Registered Holder may from time to time elect to exercise this Warrant by receiving Shares receive shares equal to the exchange value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice of election, such election in which event the Company shall issue to the such Registered Holder a number of Warrant Shares computed as equaling the exchange value using the following formula: X=Y(A-B) A Where 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. A = the Fair Market Value Warrant (as determined pursuant to Section 1.6 below) of one Share. B = the exercise price (as adjusted to at the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in warrant pursuant to Section 1.1.1l(a) hereof, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with such notice Notice of election, Exercise in which event alternative No. 1 is initiated by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this Warrantwarrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Common Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in pursuant ------------------ to Section 1.1.12(a) hereof, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant and the fully executed Series C Transaction Documents at the principal office of the Company Company, together with such notice the Notice of election, Exercise in which event alternative No. 1 is initiated by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this Warrantwarrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Series C Preferred Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in pursuant ------------------ to Section 1.1.12(a) hereof, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant and the fully executed Series C Transaction Documents at the principal office of the Company Company, together with such notice the Notice of election, Exercise in which event alternative No. 1 is initiated by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this Warrantwarrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Series C Preferred Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).

Net Issue Exercise. In If the Fair Market Value of one Share is greater than the Warrant Price (at the date of such calculation), then in lieu of exercising this Warrant as specified in pursuant to Section 1.1.13(a), the Holder may from time to time elect to exercise this Warrant by receiving receive Shares equal to the exchange value of this Warrant (or the of any portion thereof being canceledremaining unexercised) by surrender of this Warrant at the principal office of the Company together with such notice of such election, in which event the Company shall issue to Holder the Holder a number of Shares computed as equaling the exchange value using the following formula: X = 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 WarrantWarrant (at the date of such calculation). A = the Fair Market Value (as determined pursuant to Section 1.6 below) of one Share. B = the exercise price Share issuable under this Warrant (as adjusted to at the date of such calculation).

Net Issue Exercise. In lieu of exercising this Warrant as specified in ------------------ pursuant to Section 1.1.12(a) hereof, the Holder may from time to time elect to exercise this Warrant by receiving receive a number of Shares equal to the exchange value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant and the fully executed Series C Transaction Documents at the principal office of the Company Company, together with such notice the Notice of election, Exercise in which event alternative No. 1 is initiated by the Holder. In such event, the Company shall issue to the Holder a number of Shares computed as equaling the exchange value using the following formula: X = Y*(AY (A-B)/A where: B) ------- A Where X = the number of Shares to be issued to the Holder. Y = the number of Shares purchasable under subject to this Warrantwarrant. A = the Fair Market Value (as determined pursuant to Section 1.6 below) fair market value of one Shareshare of the Company's Series C Preferred Stock. B = the exercise price Exercise Price (as adjusted to the date of such calculation).