Common use of Non-Cash Exercise Clause in Contracts

Non-Cash Exercise. (a) In lieu of payment in cash, the rights represented by this Warrant may also be exercised at any time by a written notice of exercise in the form of Exhibit A attached hereto, providing for the non-cash exercise of this Warrant for the Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised), specifying that this non-cash exercise election has been made, and the net number of Shares to be issued after giving effect to such non-cash exercise. In the event the Warrantholder makes such election, Company shall issue to the holder a number of shares computed using the following formula: X = Y(A-B) Where: X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (as of the date of such non-cash exercise) A = the Fair Market Value of one Share of Common Stock (as of the date of such non-cash exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such non-cash exercise) (b) For purposes of this Section 2.2, the “Fair Market Value” of one share of the Company’s Common Stock shall be equal to either (i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be equal to the “initial price to public” specified in the final prospectus with respect to the initial public offering, or (ii) if the exercise of this Warrant occurs after an initial public offering of the Company but not in connection therewith, then the Fair Market Value shall be equal to the average of the closing price(s) of the Company’s Common Stock as quoted over the counter or on any exchange on which the Common Stock is listed as such closing prices are published in The Wall Street Journal for the fifteen trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or sale. If the Common Stock is not traded Over The Counter or on an exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value shall be determined in good faith by the Company’s board of directors. If the holder hereof does not agree with the determination of Fair Market Value as determined by the Company’s board of directors, the Company and the holder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days, the Company and the holder cannot agree, then the holder may request that the Fair Market Value be determined by an investment banker of national reputation selected by the Company and reasonably acceptable to the Warrantholder. The fees and expenses of such investment banker shall be borne by the Company unless the Fair Market Value determined by such investment banker is equal to or less that the Fair Market Value as determined by the Company, in which event the fees and expenses of such investment banker shall be borne by the holder hereof.

Non-Cash Exercise. (a) In lieu of payment in cash, the The rights represented by this Warrant may also be exercised at any time by a written notice of exercise in the form of Exhibit A attached hereto, providing for hereto specifying that the non-cash exercise holder of this Warrant for wishes to convert all or any portion of this Warrant (the "Conversion Right") into a number of Shares equal to the quotient obtained by dividing (x) the current market value (as determined below) of this Warrant (or the portion thereof being exercised), specifying that this non-cash exercise election has been made, and the net number of Shares to be issued after giving effect to such non-cash exercise. In the event the Warrantholder makes such election, Company shall issue to the holder a number of shares computed using the following formula: X = Y(A-B) Where: X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, Shares subject to the portion of the this Warrant being exercised (determined by subtracting the aggregate Warrant Exercise Price for all such Warrant Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate current or closing market price of such Shares issuable upon exercise of such portion of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the current or closing market price (as defined below) of one share of Common Stock immediately prior to the exercise of the Conversion Right. For the purpose of any computation under this Section 14(b), the current or closing market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices for five (5) consecutive trading days commencing ten (10) trading days before the date of such non-cash exercise) A = the Fair Market Value of one Share of Common Stock (as of the date of such non-cash exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such non-cash exercise) (b) For purposes of this Section 2.2, the “Fair Market Value” of one share of the Company’s Common Stock computation. The closing price for each day shall be equal to the last sale price for such day, in either (i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be equal to the “initial price to public” specified case as reported in the final prospectus principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the initial public offering, NASDAQ National Market (or (ii) if the exercise of this Warrant occurs after an initial public offering of Common Stock is not listed on the Company but not in connection therewithNASDAQ, then on the Fair Market Value shall be equal to the average of the closing price(s) of the Company’s Common Stock as quoted over the counter or on any principal United States national securities exchange on which the Common Stock is listed as such closing prices are published in The Wall Street Journal for the fifteen trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or salequoted. If the Common Stock is not traded Over The Counter listed or quoted on an any United States national securities exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value current or closing market price per share of Common Stock shall be determined by the Board of Directors of DRI in good faith by the Company’s board of directors. If the holder hereof does not agree with the determination of Fair Market Value as determined by the Company’s board of directors, the Company and the holder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days, the Company and the holder cannot agree, then the holder may request that the Fair Market Value be determined by an investment banker of national reputation selected by the Company and reasonably acceptable to the Warrantholder. The fees and expenses of such investment banker shall be borne by the Company unless the Fair Market Value determined by such investment banker is equal to or less that the Fair Market Value as determined by the Company, in which event the fees and expenses of such investment banker shall be borne by the holder hereoffaith.

Non-Cash Exercise. (a) In lieu of payment in cash, the The rights represented by this Warrant may also be exercised at any time by a written notice of exercise in the form of Exhibit A attached hereto, providing for hereto specifying that the non-cash exercise holder of this Warrant for wishes to convert all or any portion of this Warrant (the “Conversion Right”) into a number of Shares equal to the quotient obtained by dividing (x) the current market value (as determined below) of this Warrant (or the portion thereof being exercised), specifying that this non-cash exercise election has been made, and the net number of Shares to be issued after giving effect to such non-cash exercise. In the event the Warrantholder makes such election, Company shall issue to the holder a number of shares computed using the following formula: X = Y(A-B) Where: X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, Shares subject to the portion of the this Warrant being exercised (determined by subtracting the aggregate Warrant Exercise Price for all such Warrant Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate current or closing market price of such Shares issuable upon exercise of such portion of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the current or closing market price (as defined below) of one share of Common Stock immediately prior to the exercise of the Conversion Right. For the purpose of any computation under this Section 10, the current or closing market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices for five (5) consecutive trading days commencing ten (10) trading days before the date of such non-cash exercise) A = the Fair Market Value of one Share of Common Stock (as of the date of such non-cash exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such non-cash exercise) (b) For purposes of this Section 2.2, the “Fair Market Value” of one share of the Company’s Common Stock computation. The closing price for each day shall be equal to the last sale price for such day, in either (i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be equal to the “initial price to public” specified case as reported in the final prospectus principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the initial public offering, NASDAQ National Market (or (ii) if the exercise of this Warrant occurs after an initial public offering of Common Stock is not listed on the Company but not in connection therewithNASDAQ, then on the Fair Market Value shall be equal to the average of the closing price(s) of the Company’s Common Stock as quoted over the counter or on any principal United States national securities exchange on which the Common Stock is listed as such closing prices are published in The Wall Street Journal for the fifteen trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or salequoted. If the Common Stock is not traded Over The Counter listed or quoted on an any United States national securities exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value current or closing market price per share of Common Stock shall be determined by the Board of Directors of Company in good faith by the Company’s board of directors. If the holder hereof does not agree with the determination of Fair Market Value as determined by the Company’s board of directors, the Company and the holder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days, the Company and the holder cannot agree, then the holder may request that the Fair Market Value be determined by an investment banker of national reputation selected by the Company and reasonably acceptable to the Warrantholder. The fees and expenses of such investment banker shall be borne by the Company unless the Fair Market Value determined by such investment banker is equal to or less that the Fair Market Value as determined by the Company, in which event the fees and expenses of such investment banker shall be borne by the holder hereoffaith.

Non-Cash Exercise. (a) In lieu of payment in cash, the rights represented by this Warrant may also be exercised at any time by a written notice of exercise in the form of Exhibit Annex A attached hereto, providing for the non-cash exercise hereto specifying that Warrantholder wishes to convert all or any portion of this Warrant for (the "Conversion Right") into a number of Shares equal to the quotient obtained by dividing (x) the value (as determined below) of this Warrant (or the portion thereof being exercised), specifying that this non-cash exercise election has been made, and the net number of Shares to be issued after giving effect to such non-cash exercise. In the event the Warrantholder makes such election, Company shall issue to the holder a number of shares computed using the following formula: X = Y(A-B) Where: X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, Shares subject to the portion of the this Warrant being exercised (as determined by subtracting the aggregate Warrant Price for such Shares in effect immediately prior to the exercise of the date Conversion Right from the aggregate Fair Market Value of the Shares issuable upon exercise of such non-cash exerciseportion of this Warrant immediately prior to the exercise of the Conversion Right) A = by (y) the Fair Market Value of one Share share of Common Stock (as immediately prior to the exercise of the date of such non-cash exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such non-cash exercise)Conversion Right. (b) For purposes of this Section 2.2, the “"Fair Market Value” of one share " of the Company’s 's Common Stock shall be equal to either the number of shares of Common Stock multiplied by (i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be equal to the “"initial price to public” " specified in the final prospectus with respect to the initial public offering, offering or (ii) if the exercise of this Warrant warrant occurs after or not in connection with an initial public offering of the Company but not in connection therewithCompany, then the Fair Market Value shall be equal to the average of the closing price(s) bid and asked prices of the Company’s 's Common Stock as quoted over in the counter Over-The-Counter Market Summary on the Nasdaq National Market or the closing price quoted on any exchange on which the Common Stock is listed listed, whichever if applicable, as such closing prices are published in The Wall Street Journal for the fifteen trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or sale. If the Common Stock is not traded Over The Over-The-Counter or on an exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value shall be determined in good faith by the Company’s board . Notwithstanding the foregoing two sentences, if the Company is party to a merger or sale of directors. If the holder hereof does not agree with the determination all or substantially all of Fair Market Value as determined by the Company’s board of directors's assets, the Company and the holder hereof shall negotiate an appropriate "Fair Market Value. If after ten (10) days, " shall mean the Company and the holder cannot agree, then the holder may request value that the Fair Market Value be determined by an investment banker would have 12 been received in respect of national reputation selected by the Company and reasonably acceptable a Warrant Share had this Warrant been exercised prior to the Warrantholder. The fees and expenses of such investment banker shall be borne by the Company unless the Fair Market Value determined by such investment banker is equal to merger or less that the Fair Market Value as determined by the Company, in which event the fees and expenses of such investment banker shall be borne by the holder hereofsale.

Non-Cash Exercise. (a) In lieu of payment in cash, the The rights represented by this Warrant may also be exercised at any time by a written notice of exercise in the form of Exhibit A attached hereto, providing for hereto specifying that the non-cash exercise holder of this Warrant for wishes to convert all or any portion of this Warrant (the “Conversion Right”) into a number of Shares equal to the quotient obtained by dividing (x) the current market value (as determined below) of this Warrant (or the portion thereof being exercised), specifying that this non-cash exercise election has been made, and the net number of Shares to be issued after giving effect to such non-cash exercise. In the event the Warrantholder makes such election, Company shall issue to the holder a number of shares computed using the following formula: X = Y(A-B) Where: X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, Shares subject to the portion of the this Warrant being exercised (determined by subtracting the aggregate Warrant Price for all such Warrant Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate current or closing market price of such Shares issuable upon exercise of such portion of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the current or closing market price (as defined below) of one Share immediately prior to the exercise of the Conversion Right. For the purpose of any computation under this Section 10, the current or closing market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices for five (5) consecutive trading days commencing ten (10) trading days before the date of such non-cash exercise) A = the Fair Market Value of one Share of Common Stock (as of the date of such non-cash exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such non-cash exercise) (b) For purposes of this Section 2.2, the “Fair Market Value” of one share of the Company’s Common Stock computation. The closing price for each day shall be equal to the last sale price for such day, in either (i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be equal to the “initial price to public” specified case as reported in the final prospectus principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the initial public offering, NASDAQ National Market (or (ii) if the exercise of this Warrant occurs after an initial public offering of Common Stock is not listed on the Company but not in connection therewithNASDAQ, then on the Fair Market Value shall be equal to the average of the closing price(s) of the Company’s Common Stock as quoted over the counter principal United States national securities exchange or on any exchange trading market on which the Common Stock is listed as such closing prices are published in The Wall Street Journal for the fifteen trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or salequoted). If the Common Stock is not traded Over The Counter listed or quoted on an any United States national securities exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value current or closing market price per share of Common Stock shall be determined by the Board of Directors of Company in good faith by faith. This provision shall only apply if legally available to Holder at the Company’s board time of directors. If the holder hereof does not agree with the determination of Fair Market Value as determined by the Company’s board of directorsany exercise; otherwise, the Company and the holder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days, the Company and the holder cannot agree, then the holder may request that the Fair Market Value be determined by an investment banker of national reputation selected by the Company and reasonably acceptable to the Warrantholder. The fees and expenses of such investment banker it shall be borne by deemed null and void if prohibited under the Company unless the Fair Market Value determined by such investment banker is equal to or less that the Fair Market Value as determined by the Companythen prevailing statutes, in which event the fees rules and expenses of such investment banker shall be borne by the holder hereofregulations.

Non-Cash Exercise. (a) In lieu of payment in cash, the The rights represented by this Warrant may also be exercised at any time by a written notice of exercise in the form of Exhibit A attached hereto, providing for hereto specifying that the non-cash exercise holder of this Warrant for wishes to convert all or any portion of this Warrant (the “Conversion Right”) into a number of Shares equal to the quotient obtained by dividing (x) the current market value (as determined below) of this Warrant (or the portion thereof being exercised), specifying that this non-cash exercise election has been made, and the net number of Shares to be issued after giving effect to such non-cash exercise. In the event the Warrantholder makes such election, Company shall issue to the holder a number of shares computed using the following formula: X = Y(A-B) Where: X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, Shares subject to the portion of the this Warrant being exercised (determined by subtracting the aggregate Warrant Exercise Price for all such Warrant Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate current or closing market price of such Shares issuable upon exercise of such portion of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the current or closing market price (as defined below) of one share of Common Stock immediately prior to the exercise of the Conversion Right. For the purpose of any computation under this Section 10, the current or closing market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices for five (5) consecutive trading days commencing ten (10) trading days before the date of such non-cash exercise) A = the Fair Market Value of one Share of Common Stock (as of the date of such non-cash exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such non-cash exercise) (b) For purposes of this Section 2.2, the “Fair Market Value” of one share of the Company’s Common Stock computation. The closing price for each day shall be equal to the last sale price for such day, in either (i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be equal to the “initial price to public” specified case as reported in the final prospectus principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the initial public offering, NASDAQ National Market (or (ii) if the exercise of this Warrant occurs after an initial public offering of Common Stock is not listed on the Company but not in connection therewithNASDAQ, then on the Fair Market Value shall be equal to the average of the closing price(s) of the Company’s Common Stock as quoted over the counter or on any principal United States national securities exchange on which the Common Stock is listed as such closing prices are published in The Wall Street Journal for the fifteen trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or salequoted. If the Common Stock is not traded Over The Counter listed or quoted on an any United States national securities exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value current or closing market price per share of Common Stock shall be determined by the Board of Directors of Company in good faith by This provision shall only apply if legally available to Holder at the Company’s board time of directors. If the holder hereof does not agree with the determination of Fair Market Value as determined by the Company’s board of directorsany exercise; otherwise, the Company and the holder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days, the Company and the holder cannot agree, then the holder may request that the Fair Market Value be determined by an investment banker of national reputation selected by the Company and reasonably acceptable to the Warrantholder. The fees and expenses of such investment banker it shall be borne by deemed null and void if prohibited under the Company unless the Fair Market Value determined by such investment banker is equal to or less that the Fair Market Value as determined by the Companythen prevailing statutes, in which event the fees rules and expenses of such investment banker shall be borne by the holder hereofregulations.

Non-Cash Exercise. (a) In lieu of payment in cash, the The rights represented by this Warrant may also be exercised at any time by a written notice of exercise in the form of Exhibit A attached hereto, providing for hereto specifying that the non-cash exercise holder of this Warrant for wishes to convert all or any portion of this Warrant (the “Conversion Right”) into a number of Shares equal to the quotient obtained by dividing (x) the current market value (as determined below) of this Warrant (or the portion thereof being exercised), specifying that this non-cash exercise election has been made, and the net number of Shares to be issued after giving effect to such non-cash exercise. In the event the Warrantholder makes such election, Company shall issue to the holder a number of shares computed using the following formula: X = Y(A-B) Where: X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, Shares subject to the portion of the this Warrant being exercised (determined by subtracting the aggregate Warrant Exercise Price for all such Warrant Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate current or closing market price of such Shares issuable upon exercise of such portion of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the current or closing market price (as defined below) of one share of Common Stock immediately prior to the exercise of the Conversion Right. For the purpose of any computation under this Section 10, the current or closing market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices for five (5) consecutive trading days commencing ten (10) trading days before the date of such non-cash exercise) A = the Fair Market Value of one Share of Common Stock (as of the date of such non-cash exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such non-cash exercise) (b) For purposes of this Section 2.2, the “Fair Market Value” of one share of the Company’s Common Stock computation. The closing price for each day shall be equal to the last sale price for such day, in either (i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be equal to the “initial price to public” specified case as reported in the final prospectus principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the initial public offering, NASDAQ Stock Market (or (ii) if the exercise of this Warrant occurs after an initial public offering of Common Stock is not listed on the Company but not in connection therewithNASDAQ, then on the Fair Market Value shall be equal to the average of the closing price(s) of the Company’s Common Stock as quoted over the counter or on any principal United States national securities exchange on which the Common Stock is listed as such closing prices are published in The Wall Street Journal for the fifteen trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or salequoted. If the Common Stock is not traded Over The Counter listed or quoted on an any United States national securities exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value current or closing market price per share of Common Stock shall be determined by the Board of Directors of Company in good faith by This provision shall only apply if legally available to Holder at the Company’s board time of directors. If the holder hereof does not agree with the determination of Fair Market Value as determined by the Company’s board of directorsany exercise; otherwise, the Company and the holder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days, the Company and the holder cannot agree, then the holder may request that the Fair Market Value be determined by an investment banker of national reputation selected by the Company and reasonably acceptable to the Warrantholder. The fees and expenses of such investment banker it shall be borne by deemed null and void if prohibited under the Company unless the Fair Market Value determined by such investment banker is equal to or less that the Fair Market Value as determined by the Companythen prevailing statutes, in which event the fees rules and expenses of such investment banker shall be borne by the holder hereofregulations.

Non-Cash Exercise. (a) In lieu of payment in cash, the The rights represented by this Warrant may also be exercised at any time by a written notice of exercise in the form of Exhibit A attached hereto, providing for hereto specifying that the non-cash exercise holder of this Warrant for wishes to convert all or any portion of this Warrant (the "CONVERSION RIGHT") into a number of Shares equal to the quotient obtained by dividing (x) the current market value (as determined below) of this Warrant (or the portion thereof being exercised), specifying that this non-cash exercise election has been made, and the net number of Shares to be issued after giving effect to such non-cash exercise. In the event the Warrantholder makes such election, Company shall issue to the holder a number of shares computed using the following formula: X = Y(A-B) Where: X = the number of Shares to be issued to the holder Y = the number of Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, Shares subject to the portion of the this Warrant being exercised (determined by subtracting the aggregate Warrant Exercise Price for all such Warrant Shares in effect immediately prior to the exercise of the Conversion Right from the aggregate current or closing market price of such Shares issuable upon exercise of such portion of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the current or closing market price (as defined below) of one share of Common Stock immediately prior to the exercise of the Conversion Right. For the purpose of any computation under this Section 15(b), the current or closing market price per share of Common Stock at any date shall be deemed to be the average of the daily closing prices for five (5) consecutive trading days commencing ten (10) trading days before the date of such non-cash exercise) A = the Fair Market Value of one Share of Common Stock (as of the date of such non-cash exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such non-cash exercise) (b) For purposes of this Section 2.2, the “Fair Market Value” of one share of the Company’s Common Stock computation. The closing price for each day shall be equal to the last sale price for such day, in either (i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be equal to the “initial price to public” specified case as reported in the final prospectus principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the initial public offering, NASDAQ National Market (or (ii) if the exercise of this Warrant occurs after an initial public offering of Common Stock is not listed on the Company but not in connection therewithNASDAQ, then on the Fair Market Value shall be equal to the average of the closing price(s) of the Company’s Common Stock as quoted over the counter or on any principal United States national securities exchange on which the Common Stock is listed as such closing prices are published in The Wall Street Journal for the fifteen trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection with a merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or salequoted. If the Common Stock is not traded Over The Counter listed or quoted on an any United States national securities exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value current or closing market price per share of Common Stock shall be determined by the Board of Directors of DRT in good faith by the Company’s board of directors. If the holder hereof does not agree with the determination of Fair Market Value as determined by the Company’s board of directors, the Company and the holder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days, the Company and the holder cannot agree, then the holder may request that the Fair Market Value be determined by an investment banker of national reputation selected by the Company and reasonably acceptable to the Warrantholder. The fees and expenses of such investment banker shall be borne by the Company unless the Fair Market Value determined by such investment banker is equal to or less that the Fair Market Value as determined by the Company, in which event the fees and expenses of such investment banker shall be borne by the holder hereoffaith.