Common use of Net Issue Exercise Clause in Contracts

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Warrants for cash, the Warrant Holder may elect to receive shares equal to the value (as determined below) of the Warrants (or portion thereof being canceled) by surrender of the Warrants at the principal office of the Company together with the duly executed Notice of Exercise in which event the Company shall issue to the Warrant Holder a number of shares of Common Stock computed using the following formula: X=Y(A-B)/ A WHERE X= the number of shares of Common Stock to be issued to the Warrant Holder; Y= the number of shares of the Common Stock purchasable under the Warrants or, if only a portion of the Warrants is being exercised, the portion of the Warrants being canceled (at the date of such calculation); A= the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B= Exercise Price (at the date of such calculation). For purposes of the above calculation, fair market value of one share of the Common Stock shall be equal to the closing trading price of the Company's Common Stock on the day immediately prior to the date the Notice of Exercise is tendered to the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value Fair Market Value (as defined herein) of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Warrants this Warrant for cash, the Warrant Holder holder may elect to receive shares equal to the value (as determined below) of the Warrants this Warrant (or the portion thereof being canceled) by surrender of the Warrants this Warrant at the principal office of the Company together with the duly executed properly endorsed Notice of Exercise and notice of such election in which event the Company shall issue to the Warrant Holder a number of shares of Common Stock computed using the following formula: X=Y(AY (A-B)/ B) ------- X = A WHERE X= X = the number of shares of Common Stock to be issued to the Warrant Holder; Y= Holder Y = the number of shares of the Common Stock purchasable under the Warrants Warrant or, if only a portion of the Warrants Warrant is being exercised, the portion number of shares subject to the Warrants Warrant being canceled exercised (at the date of such calculation); A= ) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B= ) B = Exercise Price (at as adjusted to the date of such calculation). For purposes of the above calculation, fair market value of one share of the Common Stock shall be equal to the closing trading price of the Company's Common Stock on the day immediately prior to the date the Notice of Exercise is tendered to the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Warrant Exercise Price (at the date of calculation exercise of the Warrant as set forth below), in lieu of exercising the Warrants for Warrant by payment of cash, the Warrant Holder Purchaser may elect to receive shares equal to the value (as determined below) of the Warrants Warrant (or portion thereof being canceled) by surrender of the Warrants Warrant at the principal office of the Company together with the duly executed Notice of Exercise in which event the Company shall issue to the Warrant Holder Purchaser a number of shares of the Common Stock computed using the following formula: X=Y(A-B)/ X = Y(A - B) -------- A WHERE X= X = the number of shares of Common Stock to be issued to the Warrant HolderPurchaser; Y= Y = the number of shares of the Common Stock purchasable under the Warrants Warrant or, if only a portion of the Warrants Warrant is being exercised, the portion number of shares underlying the Warrants being canceled Warrant to the extent exercised (at the date of such calculationexercise); A= A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B= B = Warrant Exercise Price (at the date of such calculation). For purposes of the above calculation, fair market value of one share of the Common Stock shall be equal to the closing trading sale price of the Company's Common Stock on the day immediately prior to the date the Notice of Exercise is tendered to the Company. If the Common Stock is not traded on NASDAQ or other national stock exchange, the fair market value of one share of Common Stock shall be determined by the Board of Directors in good faith.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value Fair Market Value (as defined below) of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Warrants this Warrant for cash, the Warrant Holder may elect to receive shares equal to the value (as determined below) of the Warrants this Warrant (or the portion thereof being canceledcancelled) by surrender of the Warrants this Warrant at the principal office of the Company together with the duly executed Notice properly endorsed Warrant Exercise Form and notice of Exercise such election, in which event the Company shall issue to the Warrant Holder a number of shares of Common Stock computed using the following formula: X=Y(A-B)/ A WHERE X= Where X = the number of shares of Common Stock to be issued to the Warrant Holder; Y= Holder Y = the number of shares of the Common Stock purchasable under the Warrants Warrant or, if only a portion of the Warrants Warrant is being exercised, the portion of the Warrants Warrant being canceled exercised (at the date of such calculation); A= ) A = the fair market value Fair Market Value (as defined below) of one share of the Company's ’s Common Stock (at the date of such calculation); and B= ) B = Exercise Price (at as adjusted to the date of such calculation). For purposes of the above calculation, fair market value of one share of the Common Stock shall be equal to the closing trading price of the Company's Common Stock on the day immediately prior to the date the Notice of Exercise is tendered to the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising the Warrants for cash, the Warrant Holder may elect to receive shares equal to the value (as determined below) of the Warrants (or portion thereof being canceled) by surrender of the Warrants at the principal office of the Company together with the duly executed Notice of Exercise in which event the Company shall issue to the Warrant Holder a number of shares of the Common Stock computed using the following formula: X=X= Y(A-B)/ B) ------ A WHERE X= the number of shares of Common Stock to be issued to the Warrant Holder; Y= the number of shares of the Common Stock purchasable under the Warrants warrants or, if only a portion of the Warrants is being exercised, the portion of the Warrants being canceled (at the date of such calculation); A= the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B= Exercise Price (at the date of such calculation). For purposes of the above calculation, fair market value of one share of the Common Stock shall be equal to the closing trading price of the Company's Common Stock on the day immediately prior to the date the Notice of Exercise is tendered to the Company.

Net Issue Exercise. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Common Stock is greater than the Exercise Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising the Warrants this Warrant for cash, the Warrant Holder may elect to receive shares equal to the value (as determined below) of the Warrants this Warrant (or the portion thereof being canceled) by surrender of the Warrants this Warrant at the principal office of the Company together with the duly executed Notice properly endorsed Form of Exercise Subscription and notice of such election in which event the Company shall issue to the Warrant Holder a number of shares of Common Stock computed using the following formula: X=Y(AX = Y (A-B)/ B) ------- A WHERE X= Where X = the number of shares of Common Stock to be issued to the Warrant Holder; Y= Holder Y = the number of shares of the Common Stock purchasable under the Warrants Warrant or, if only a portion of the Warrants Warrant is being exercised, the portion of the Warrants Warrant being canceled (at the date of such calculation); A= ) A = the fair market value of one share of the Company's Common Stock (at the date of such calculation); and B= Exercise ) B = Stock Purchase Price (at as adjusted to the date of such calculation). ) For purposes of the above calculation, fair market value of one share of the Common Stock shall be equal to determined based upon the average closing trading bid price of the Company's Common Stock on the day immediately prior to the date the Notice of Exercise is tendered to the Company.Nasdaq

Net Issue Exercise. Notwithstanding any provisions herein to the contrary(a) At either party's option, if the fair market value this Warrant may be exercised on a "net issue" basis, as follows. The Holder shall tender this Warrant together with its notice of one share Exercise but without payment of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below)exercise price, in lieu of exercising the Warrants for cash, the Warrant Holder may elect to and receive shares Shares equal to the value (as determined below) of the Warrants this Warrant (or the portion thereof being canceledcancelled) by upon surrender of the Warrants this Warrant at the principal office of the Company together with the duly executed its Notice of Exercise Exercise, in which event the Company shall issue to the Warrant Holder a number of shares of Common Stock Shares computed using the following formula: X=Y(A-B)/ X = Y(A - B) ----- A WHERE X= Where X = the number of shares of Common Stock Shares to be issued to the Warrant Holder; Y= Y = the number of shares of the Common Stock Shares purchasable under the Warrants or, if only a portion of the Warrants is being exercised, the portion of the Warrants being canceled (at the date of such calculation)this Warrant; A= A = the fair market value of one share of Share; and B = the Company's Common Stock Warrant Purchase Price (at as adjusted to the date of such calculation); and B= Exercise Price (at the date of such calculationcalculations). Once either party exercises its option to cause this Warrant to be exercised on a net issue basis as provided above, the other party shall not be able to force exercise for cash under Section 2.1. (b) For purposes of the above calculationthis Section, fair market value of one share a Share shall mean the volume-weighted average of the last sale price reported on the Nasdaq National Market for the Common Stock shall be equal to for the closing 20 trading price of the Company's Common Stock on days preceding the day immediately prior to the date the Notice of Exercise Warrant is tendered to the Companysurrendered for exercise.