Common use of Optional Cashless Exercise Clause in Contracts

Optional Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance of Warrant Shares that are the subject of the Election to Purchase is not available (the “Unavailable Warrant Shares”), the registered holder may, in its sole discretion, exercise a Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which the Warrant is then being exercised (which shall include both the number of Warrant Shares issued to the registered holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). B= the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the fifteen (15) consecutive Trading Days ending on the date immediately preceding the date of the Election to Purchase (the “Fair Market Value”). C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Optional Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance of Warrant Shares that are the subject of the Election to Purchase is not available (the “Unavailable Warrant Shares”), or an exemption from registration, is not available for the resale of such Unavailable Warrant Shares, the registered holder may, in its sole discretion, exercise a Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x × B) - (A x × C) B For purposes of the foregoing formula: A= the total number of shares with respect to which the Warrant is then being exercised (which shall include both the number of Warrant Shares issued to the registered holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). B= the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the fifteen five (155) consecutive Trading Days ending on the date immediately preceding the date of the Election to Purchase (the “Fair Market Value”). C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Optional Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance of Warrant Shares that are the subject of the Election to Purchase is not available (the “Unavailable Warrant Shares”), or an exemption from registration, is not available for the resale of such Unavailable Warrant Shares, the registered holder may, in its sole discretion, exercise a Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x × B) - (A x × C) B For purposes of the foregoing formula: A= the total number of shares with respect to which the Warrant is then being exercised (which shall include both the number of Warrant Shares issued to the registered holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). B= the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the fifteen five (155) consecutive Trading Days ending on the date immediately preceding the date of the Election to Purchase (the “Fair Market Value”). C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

Optional Cashless Exercise. Notwithstanding anything contained herein to the contrary, if a registration statement covering the issuance of Warrant Shares that are the subject of the Election to Purchase is not available (the “Unavailable Warrant Shares”), or an exemption from registration, is not available for the resale of such Unavailable Warrant Shares, the registered holder may, in its sole discretion, exercise a Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”): Net Number = (A x B) - (A x C) B For purposes of the foregoing formula: A= the total number of shares with respect to which the Warrant is then being exercised (which shall include both the number of Warrant Shares issued to the registered holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). B= the arithmetic average of the Closing Sale Prices of the shares of Common Stock for the fifteen five (155) consecutive Trading Days ending on the date immediately preceding the date of the Election to Purchase (the “Fair Market Value”). C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.