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 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 Preferred Stock (as of the date of such non-cash exercise) B = Exercise Price of one Share of Preferred 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 Preferred Stock shall be equal to the number of shares of Common Stock into which each share of Preferred Stock is convertible as of the date of the exercise, multiplied by the “Fair Market Value” of a share of Common Stock (as determined pursuant to 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, 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 than 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 rights represented by this Warrant may also be exercised by a written notice of exercise in the form of Exhibit ANNEX 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 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 Preferred Stock (as immediately prior to the exercise of the date of such non-cash exercise) B = Exercise Price of one Share of Preferred 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 "FAIR MARKET VALUE" of the Company’s 's Preferred Stock shall be equal to the number of shares of Common Stock into which each such share of Preferred Stock is convertible as at the time of the date of the exercise, such determination multiplied by the “Fair Market Value” of a share of Common Stock (as determined pursuant to 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) 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 whichever is applicable, as such closing prices are published in The Wall Street Journal THE WALL STREET JOURNAL for the fifteen ten 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 Fair Market Value shall be determined jointly and in connection with good faith by the Company and the holder hereof upon a merger or sale review of all factors relevant to the value of the Company as a going concern without applying any minority or substantially all of its assetsilliquidity discounts. If the Company and the holder hereof are unable to agree upon Fair Market Value as provided above, the Fair Market Value shall be determined in good faith by based on 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 factors described above by an investment banker of national reputation selected by the Company and reasonably acceptable to the Warrantholderholder of this Warrant. The fees and expenses of such investment banker shall be borne paid by the Company unless the Fair Market Value determined by such investment banker is equal to or less than 100% of the Fair Market Value as determined by the Company, in which event Company then the fees and expenses of such investment banker shall be borne by shared equally between the Company and the holder hereof.

Non-Cash Exercise. (a) In lieu of payment in cash, the rights represented by this Warrant may also be exercised 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) A 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 Preferred Stock (as of the date of such non-cash exercise) or, if this Warrant is exercisable for Common Stock on the date of exercise, the Fair Market Value of one share of Common Stock B = Exercise Price of one Share of Preferred 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 's Preferred Stock shall be equal to the number of shares of Common Stock into which each share of Preferred Stock is convertible as of the date of the exercise, multiplied by the “"Fair Market Value” " of a share of Common Stock (as determined pursuant to this Section 2.2). The Fair Market Value of one share of the Company’s '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 '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 five 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 '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, the Fair Market Value shall be the amount most recently determined in good faith and in a commercially reasonable manner by the Company’s 's board of directors. If directors to represent the holder hereof does not agree with fair market value per share of the Common Stock (including without limitation a determination for purposes 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 than 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 hereofgranting common stock options).

Non-Cash Exercise. (a) In lieu of payment in cash, the rights represented by this Warrant may also be exercised by a written notice of exercise in the form of Exhibit Annex 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-Y(A –B) Where: X = the number of Shares to be issued to the holder : I. 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 Preferred Stock (as of f the date of such non-cash exercise) B = Exercise Price of one Share of Preferred 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 Preferred Stock shall be equal to the number of shares of Common Stock into which each share of Preferred Stock is convertible as of the date of the exercise, multiplied by the “Fair Market Value” of a share of Common Stock (as determined pursuant to 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 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 connection: with a merger or sale of all or substantially all of its assets, 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 than 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.