Common use of Payment of Exercise Price Clause in Contracts

Payment of Exercise Price. At the election of any Holder, the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At the election of any Holder, the aggregate The Exercise Price for will be payable in full in any Warrants being exercised may be paid: one or more of the following ways: (a) in cash in cash, check, bank draft, money order or wire transfer payable to the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, Corporation; (b) by surrender delivery to the Company Corporation (either by actual delivery or by attestation) of shares of Common Stock (which are owned by the Participant free and clear of all liens and other encumbrances and which are not subject to the restrictions set forth in Article 6) having an aggregate Fair Market Value (as defined below) on the date of exercise of the Option equal to the aggregate Exercise Price then in effect for the number of Warrants shares being exercised, purchased; (c) by a surrender of Warrants covering a requesting that the Corporation withhold such number of Warrant Shares having shares of Stock then issuable upon exercise of the Option as will have an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, Value equal to the aggregate Exercise Price then in effect for the number shares being acquired upon exercise of Warrants being exercised, or the Option (and any applicable withholding taxes); (d) by a combination “net exercise” arrangement under which the Corporation will reduce the number of shares of Stock issued upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate Exercise Price; provided that the Corporation shall accept a cash or other payment from the Participant to the extent of any remaining balance of the aforementioned methods aggregate Exercise Price not satisfied by such reduction in the number of payment. For purposes whole shares to be issued; and provided further that shares of this Agreement, Stock will no longer be outstanding under an Option and will not be exercisable thereafter to the "Fair Market Value" per share of Common Stock on a given date shall be: extent that (i) if shares are used to pay the Common Stock is listed on a national securities exchange or included on Exercise Price pursuant to the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); “net exercise,” (ii) if shares are delivered to the Common Stock is not listed on Participant as a national securities exchange or included on the Nasdaq National Marketresult of such exercise, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if shares are withheld to satisfy tax withholding obligations; (e) provided that a public market for the Common Corporation’s Stock exists, and to the extent permitted by the Xxxxxxxx-Xxxxx Act: (i) through a “same day sale” commitment from the Participant and a broker- dealer that is not traded on a national securities exchange or included on member of the Nasdaq National Market Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant irrevocably elects to exercise the Option and bid and asked quotations are not provided by Nasdaq to sell a portion of the shares so purchased to pay the Exercise Price (or a larger number of the National Quotation Bureau Incorporated or any similar organizationshares so purchased), and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation (and any excess to the Participant); (ii) through a “margin” commitment from the Participant and a FINRA Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Corporation; or (f) by any combination of the foregoing. If the Exercise Price is paid in whole or in part in shares of Stock, any portion of the Exercise Price representing a fraction of a share will be paid in cash. The date of exercise of an Option will be determined under procedures established by the agreement Committee, and the Exercise Price will be payable at such time or times as the Committee, in its discretion, will determine. No shares will be issued or delivered upon exercise of an Option until full payment of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices Exercise Price has been made. When full payment of the American Arbitration AssociationExercise Price has been made, the Participant will be considered for all purposes to be the owner of the shares with respect to which payment has been made.

Payment of Exercise Price. At the election time of any Holder, exercise of the aggregate Option the Exercise Price for of the Option Shares shall be paid in full to the Company in either of the following ways or in any Warrants being exercised may be paid: combination of the following ways: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, By check or other immediately available funds. (b) by surrender to the Company With property consisting of shares of Common Stock. (the shares of Common Stock having an aggregate Fair Market Value (to be used as defined below) on payment shall be valued as of the date of exercise equal of the Option at the Closing Price as defined below. For example, if Holder exercises the Option for 1,200 shares at a total Exercise Price of $60,000, assuming an Exercise Price of $50.00 per share, and the Closing Price is $70.00, he may pay for the 1,200 Option Shares by transferring 857 shares of Common Stock to the aggregate Exercise Price then in effect for the number of Warrants being exercised, Company.) (c) by By delivering a surrender of Warrants covering properly executed exercise notice together with irrevocable instructions to a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal broker to deliver promptly to the aggregate Exercise Price then in effect for Company the number amount of Warrants being exercisedsale or loan proceeds necessary to pay the purchase price and applicable withholding taxes, or and such other documents as the Committee may determine. (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of term “Closing Price” means, with respect to the Company’s Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National MarketStock, the closing last sale price per share of Common Stock on such date (regular-way or, if there was in case no trading such sale takes place on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (prices regular-way on the principal national securities exchange on which the securities are listed or the National Quotation Bureau Incorporated or any similar organization) on such date (admitted to trading; or, if there were no quotations for they are not listed or admitted to trading on any national securities exchange, the Common Stock last sale price of the securities on the consolidated transaction reporting system of the National Association of Securities Dealers (“NASD”), if such last sale information is reported on such datesystem or, on if not so reported, the next preceding day on which there were quotations) as provided by such organization; and (iii) if average of the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and closing bid and asked quotations prices of the securities on the National Association of Securities Dealers Automatic Quotation System (“NASDAQ”) or any comparable system or, if the securities are not provided listed on NASDAQ or a comparable system, the average of the closing bid and asked prices as furnished by Nasdaq (or two members of the National Quotation Bureau Incorporated or any similar organization), as determined NASD selected from time to time by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration AssociationCompany for that purpose.

Payment of Exercise Price. At Payment of the election Exercise Price shall be made, at the option of any Holderthe Warrantholder as expressed in the Exercise Form, by the following methods: (i) by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such aggregate Exercise Price for any Warrants Warrant Units being exercised may be paid: purchased hereunder; (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (bii) by surrender to instructing the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering withhold a number of Warrant Shares having Units then issuable upon exercise of this Warrant with an aggregate fair market value (“Fair Market Value”), net as determined in good faith by the Board of Managers of the applicable aggregate Company as of the Exercise Price thereforDate, equal to the aggregate Exercise Price then for Warrant Units being purchased hereunder; (iii) by surrendering to the Company (x) Warrant Units previously acquired by the Warrantholder with an aggregate Fair Market Value as of the Exercise Date equal to the aggregate Exercise Price for Warrant Units being purchased hereunder and/or (y) other securities of the Company having a value as of the Exercise Date equal to the aggregate Exercise Price for Warrant Units being purchased hereunder (which value in effect for the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest, in the case of preferred units shall be the liquidation value thereof plus accumulated and unpaid distributions, and in the case of Units shall be the Fair Market Value thereof); or (iv) any combination of the foregoing. In the event of any withholding of Warrant Units or surrender of other equity securities pursuant to clause (b)(ii) or (iii) above where the number of Warrants Units whose value is equal to the aggregate Exercise Price is not a whole number, the number of Units withheld by or surrendered to the Company shall be rounded up to the nearest whole Unit and the Company shall make a cash payment to the Warrantholder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a Unit being exercisedso withheld by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a Unit being so withheld or surrendered multiplied by (y) in the case of Units, or (d) by a combination the Fair Market Value per Warrant Unit as of the aforementioned methods of payment. For purposes of this AgreementExercise Date, and, in all other cases, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average value thereof as of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq Exercise Date determined in accordance with clause (or the National Quotation Bureau Incorporated or any similar organizationiii)(y) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationabove.

Payment of Exercise Price. At Payment of the election of any Holder, the aggregate Exercise Price for any Warrants being exercised shall be made upon exercise of an Option and may be paidmade, in the discretion of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock held by the Optionee (provided that shares acquired pursuant to the exercise of options granted by the Company must have been held by the Optionee for the requisite period necessary to avoid a charge to the Company's earnings for financial reporting purposes), which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (d) the Optionee's promissory note in cash a form and on terms acceptable to the Administrator; (e) the cancellation of indebtedness of the Company to the Optionee; (f) the waiver of compensation due or accrued to the Optionee for services rendered; (g) provided that a public market for the Common Stock exists, a "same day sale" commitment from the Optionee and an FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (h) provided that a public market for the Common Stock exists, a "margin" commitment from the Optionee and an FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the aggregate Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender directly to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, Company; or (di) by a any combination of the aforementioned foregoing methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated payment or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) other consideration or method of payment as provided shall be permitted by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationapplicable law.

Payment of Exercise Price. At the election of any Holder, the aggregate The Exercise Price for any Warrants being exercised may be paid: paid at the holder's election either by cash, certified or official bank check payable to the order of the Company, or wire transfer to its account, or by the net issuance method as described below: (a) Prior to the Automatic Conversion Effective Time (as defined in cash Section 6), the Company shall issue Preferred Stock under the net issuance method in accordance with the amount of the aggregate Exercise Price then in effect for following formula: X = (Y)(A-B)/A Where: X = the number of Warrants being exercised, (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for holder Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant A = the current fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on B = the Exercise Price As used herein, the current fair market value of a given date share of Preferred Stock shall bemean the price per share which the Company could obtain from a willing buyer for shares of Preferred Stock, as determined in good faith by the Company's Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Preferred Stock receive securities and/or other property in exchange for their Preferred Stock, in which case the fair market value of Preferred Stock shall be deemed to be the value of the securities and other property received by the holders of the Preferred Stock per share of Preferred Stock pursuant to such merger, consolidation or other acquisition. (b) Upon and after the Automatic Conversion Effective Time, the Company shall issue Common Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Common Stock to be issued to the holder Y = the number of shares of Common Stock requested to be exercised under this Warrant A = the current fair market value of one (1) share of Common Stock B = the Exercise Price As issued herein, current fair market value of Common Stock shall mean with respect to each share of Common Stock: (i) if the exercise is in connection with the Company's initial public offering of Common Stock, and if the Company's Registration Statement relating to such public offering has been declared effective by the SEC, then the initial "Price to Public" specified in the final prospectus with respect to the offering; (ii) if this Warrant is exercised after, and not in connection with, the Company's initial public offering of Common Stock and (A) if the Common Stock is listed traded on a national securities exchange or included quoted on the Nasdaq National Stock Market, the fair market value shall be deemed to be the average of the closing price per share prices over a twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock on such date is being determined; or (or, if there was no trading on such date, on the next preceding day on which there was trading); (iiB) if the Common Stock is not listed on a national securities exchange or included quoted on the Nasdaq National MarketStock Market but is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked quotations prices reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock is being determined; (iii) if at any time the Common Stock is not listed on any national securities exchange or quoted on the Nasdaq Stock Market or actively traded or in the over-the-counter market, the current fair market value of Common Stock shall be the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value of the securities and other property received by the holders of the Company's Common Stock per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationsuch merger, consolidation or other acquisition.

Payment of Exercise Price. At Payment of the election Exercise Price shall be made, at the option of any Holderthe Warrantholder as expressed in the Exercise Form, by the following methods: (i) by delivery to the Company of a certified or official bank check payable to the order of the Company or by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such aggregate Exercise Price for any Warrants Warrant Units being exercised may be paid: purchased hereunder; (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (bii) by surrender to instructing the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering withhold a number of Warrant Shares having Units then issuable upon exercise of this Warrant with an aggregate fair market value (“Fair Market Value”), net as determined in good faith by the Board of Directors of the applicable aggregate Company as of the Exercise Price thereforDate, equal to the aggregate Exercise Price then for Warrant Units being purchased hereunder; (iii) by surrendering to the Company (x) Warrant Units previously acquired by the Warrantholder with an aggregate Fair Market Value as of the Exercise Date equal to the aggregate Exercise Price for Warrant Units being purchased hereunder and/or (y) other securities of the Company having a value as of the Exercise Date equal to the aggregate Exercise Price for Warrant Units being purchased hereunder (which value in effect for the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest, in the case of preferred stock shall be the liquidation value thereof plus accumulated and unpaid dividends, and in the case of Units shall be the Fair Market Value thereof); or (iv) any combination of the foregoing. In the event of any withholding of Warrant Units or surrender of other equity securities pursuant to clause (c)(ii), or (iii) above where the number of Warrants Units whose value is equal to the aggregate Exercise Price is not a whole number, the number of Units withheld by or surrendered to the Company shall be rounded up to the nearest whole unit and the Company shall make a cash payment to the Warrantholder (by delivery of a certified or official bank check or by wire transfer of immediately available funds) based on the incremental fraction of a Unit being exercisedso withheld by or surrendered to the Company in an amount equal to the product of (x) such incremental fraction of a Unit being so withheld or surrendered multiplied by (y) in the case of Units, or (d) by a combination the Fair Market Value per Warrant Unit as of the aforementioned methods of payment. For purposes of this AgreementExercise Date, and, in all other cases, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average value thereof as of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq Exercise Date determined in accordance with clause (or the National Quotation Bureau Incorporated or any similar organizationiii)(y) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationabove.

Payment of Exercise Price. At This Warrant shall be exercised for cash; provided, however, that if at the election time of any Holderexercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for, the aggregate issuance of the Warrant Shares, then the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price for any Warrants being exercised may be paid: (athrough a “cashless exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) in cash in the amount of the aggregate Securities Act, as determined as follows: X = Y [(A-B)/A] where: “X” equals the number of Warrant Shares to be issued to the Holder; “Y” equals the total number of Warrant Shares with respect to which this Warrant is then being exercised; “A” equals (i) the last Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) on the Trading Day immediately preceding the Exercise Date if the Exercise Notice is delivered prior to market close on the Exercise Date, or (ii) the last Closing Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Markets) on the Exercise Date if the Exercise Notice is delivered following market close on the Exercise Date; and B” equals the Exercise Price then in effect for the number applicable Warrant Shares at the time of such exercise. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, (b) by surrender and the holding period for the Warrant Shares shall be deemed to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) have commenced, on the date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise). Except as set forth in Section 5(b) (Buy-In remedy) and Section 12 (payment of cash in lieu of fractional shares), under such circumstances in no event will the exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties Warrant be settled in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationcash.

Payment of Exercise Price. At Payment of the election of any Holder, the aggregate Exercise Price for any Warrants being exercised shall be made upon exercise of an Option and may be paid: made in any of the following ways: (a) By cash or check; or, (b) If approved by the Administrator, then, subject to any legal restrictions, by (i) the surrender of shares of Common Stock owned by the Optionee that have been held by the Optionee for at least six (6) months, which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (ii) the delivery to the Company of Optionee's promissory note in cash a form and on terms acceptable to the Administrator; (iii) the cancellation of indebtedness of the Company to the Optionee; (iv) the waiver of compensation due or accrued to the Optionee for services rendered; or (v) any combination of the foregoing; or (c) If a public market for the Common Stock exists, by (i) a "same day sale" commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; or (ii) a "margin" commitment from the Optionee and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the aggregate Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender directly to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (Company; or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At The Exercise Price may be paid at the ------------------------- Warrantholder's election either (i) by cash, certified or official bank check, or wire transfer of any Holderfunds to an account designated by the Corporation, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the aggregate Exercise Price for any Warrants being exercised may be paidCorporation shall issue Series C Preferred Stock or Common Stock as follows: (A) Prior to the Automatic Conversion Effective Time (as defined in Section 4), the Corporation shall issue Series C Preferred Stock in accordance with the following formula: X = (a) in cash in the amount of the aggregate Exercise Price then in effect for Y)(A-B)/A Where: X = the number of Warrants being exercised, (b) by surrender shares of Series C Preferred Stock to be issued to the Company Warrantholder Y = the number of shares of Series C Preferred Stock requested to be exercised under this Warrant A = the current fair market value of one (1) share of Series C Preferred Stock B = the Exercise Price As used herein, the current fair market value of a share of Series C Preferred Stock shall mean the price per share which the Corporation could obtain from a willing buyer for shares of Series C Preferred Stock, as determined in good faith by the Corporation's Board of Directors, unless the Corporation shall become subject to a merger, acquisition or other consolidation pursuant to which the holders of Series C Preferred Stock receive securities and/or other property in exchange for their Series C Preferred Stock, in which case the fair market value of Series C Preferred Stock shall be deemed to be the value of the securities and other property received by the holders of the Corporation's Series C Preferred Stock per share of Series C Preferred Stock pursuant to such merger, acquisition or other consolidation. (B) Upon and after the Automatic Conversion Effective Time, the Corporation shall issue Common Stock in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for Warrantholder Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant A = the fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date B = the Exercise Price As issued herein, current fair market value of Common Stock shall be: mean with respect to each share of Common Stock: (i) if the exercise is in connection with the Corporation's initial public offering of Common Stock, and if the Corporation's Registration Statement relating to such public offering has been declared effective by the SEC, then the initial "Price to Public" specified in the final prospectus with respect to the offering; (ii) if this Warrant is exercised after, and not in connection with, the Corporation's initial public offering of Common Stock and (a) if the Common Stock is listed traded on a national securities exchange or included quoted on the Nasdaq National Stock Market, the fair market value shall be deemed to be the average of the closing price per share prices over a twenty- one (21) day period ending three days before the day the current fair market value of the Common Stock on such date is being determined; or (or, if there was no trading on such date, on the next preceding day on which there was trading); (iib) if the Common Stock is not listed on a national securities exchange or included quoted on the Nasdaq National MarketStock Market but is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked quotations prices reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock is being determined; (iii) if at any time the Common Stock is not listed on any national securities exchange or quoted on the Nasdaq Stock Market or actively traded or in the over-the-counter market, the current fair market value of Common Stock shall be the price per share which the Corporation could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Corporation, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Corporation shall become subject to a merger, acquisition or other consolidation pursuant to which the holders of Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value of the securities and other property received by the holders of the Corporation's Common Stock per share of Common Stock as reported by Nasdaq (pursuant to such merger, acquisition or other consolidation. Upon partial exercise of this Warrant, the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for Corporation shall promptly issue an amended Warrant representing the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; remaining number of shares purchasable hereunder. All other terms and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence conditions of such agreementamended Warrant shall be identical to those contained herein, as determined pursuant including, but not limited to arbitration under the auspices of the American Arbitration AssociationEffective Date hereof.

Payment of Exercise Price. At the election of any Holder, the aggregate The Exercise Price for any Warrants being exercised may be paid: paid at the holder's election either (a) in cash in by cash, certified or official bank check payable to the amount order of the aggregate Exercise Price then in effect for the number of Warrants being exercisedCompany, or wire transfer to its account, or (b) by surrender the net issuance method as described below: (i) If the Warrant Stock is Next Round Preferred Stock, then prior to the Automatic Conversion Effective Time (as defined in Section 7 hereof), the Company shall issue Warrant Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Warrant Stock to be issued to the holder Y = the number of shares of Warrant Stock requested to be exercised under this Warrant A = the current fair market value of one (1) share of Warrant Stock B = the Exercise Price As used herein, the current fair market value of a share of Warrant Stock shall mean the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Warrant Stock, as determined in good faith by the Company's Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Warrant Stock receive securities and/or other property in exchange for their Warrant Stock, in which case the fair market value of Warrant Stock shall be deemed to be the value (determined in good faith by the Company's Board of Directors of the securities and other property received by the holders of the Company's Warrant Stock per share of Warrant Stock pursuant to such merger, consolidation or other acquisition. (ii) If the Warrant Stock is Common Stock, or if this Warrant is exercised either upon or after the Automatic Conversion Effective Time, the Company shall issue Common Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for holder Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant A = the current fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date B = the Exercise Price As used herein, current fair market value of Common Stock shall be: mean with respect to each share of Common Stock: (iA) if the exercise is in connection with the Company's initial public offering of Common Stock, and if the Company's registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company's initial public offering of Common Stock or the Company's Common Stock is otherwise registered under the Securities Exchange Act of 1934, as amended, and (1) if the Common Stock is listed traded on a national securities exchange or included quoted on the Nasdaq National Stock Market, the fair market value shall be deemed to be the average of the closing price per share prices over a ten (10) day period ending three days before the day the current fair market value of the Common Stock on such date is being determined; or (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii2) if the Common Stock is not listed on a national securities exchange or included quoted on the Nasdaq National MarketStock Market but is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked quotations prices reported by the National Quotation Bureau (or similar system) over the ten (10) day period ending three days before the day the current fair market value of the Common Stock is being determined; (C) if at any time the Common Stock is not listed on any national securities exchange or quoted on the Nasdaq Stock Market or actively traded in the over-the-counter market, the current fair market value of Common Stock shall be the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value of the securities and other property received by the holders of the Company's Common Stock per share of Common Stock as reported by Nasdaq pursuant to such merger, consolidation or other acquisition. (or D) In connection with a deemed exercise of this Warrant upon consummation of the National Quotation Bureau Incorporated or any similar organizationMerger, the current fair market value of one (1) on such date (or, if there were no quotations for the share of Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationshall be $1.32.

Payment of Exercise Price. At the election of any The Holder, at its election, may either pay the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in immediately available funds, or satisfy its obligation to pay the amount of the aggregate Exercise Price then through a “cashless exercise,” in effect for which event the number of Warrants being exercised, (b) by surrender Company shall issue to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on Holder the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for determined as follows: X = Y [(A-B)/A] where: X = the number of Warrants Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised, or . A = the Current Market Price (d) by a combination as of the aforementioned methods date of paymentsuch calculation) of one share of Common Stock. B = the Exercise Price (as adjusted to the date of such calculation). For purposes of this AgreementWarrant, the "Fair “Current Market Value" per Price” of one share of the Company’s Common Stock on as of a given particular date shall bebe determined as follows: (ia) if the Common Stock is listed traded on a national securities exchange or included (including the Nasdaq Stock Market), the Current Market Price shall be deemed to be the arithmetic average of the VWAPs for the five (5) consecutive Trading Days immediately preceding the applicable date; (b) if traded over-the-counter but not on the Nasdaq National Stock Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, Current Market Price shall be deemed to be the average of the closing bid and asked quotations per share prices as of five (5) Business Days immediately prior to the date of exercise indicated in the Notice of Exercise; and (c) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as reported by Nasdaq (or of the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization)of exercise, as determined by the mutual agreement of the parties Company and the Holder (and, if the Company and the Holder are unable to agree upon the Current Market Price for purposes of clause (c), then such dispute shall be resolved in good faith oraccordance with the procedures in Section 16(f)). For purposes of Rule 144 (as in effect on the Issuance Date), it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the absence of such agreementHolder, as determined pursuant and the holding period for the Warrant Shares shall be deemed to arbitration under have commenced, on the auspices of the American Arbitration AssociationIssuance Date.

Payment of Exercise Price. At Payment for shares of Common Stock purchasable upon exercise of this Warrant may be made in the election form of any Holder(i) cash, certified check or other immediately available funds for the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount such shares of the aggregate Exercise Price then in effect for the number of Warrants being exercisedCommon Stock, (bii) by surrender to the Company exchange of a number of shares of Common Stock having an aggregate owned by the holder, free and clear of all liens or encumbrances, the Fair Market Value (as defined below) on of which at the date time of exercise is equal to the aggregate Exercise Price then in effect for of such shares, accompanied by executed stock powers and any other documents of transfer requested by the number of Warrants being exercisedCompany, (ciii) by a surrender of Warrants covering a number the relinquishment of Warrant Shares having an aggregate Fair Market Value(defined below), net of the applicable aggregate Exercise Price therefor, which Warrant Shares shall be deemed to have a value equal to the aggregate Fair Market Value of such Warrant Shares less the aggregate Exercise Price then in effect for the number of Warrants being exercisedsuch Warrant Shares, or (div) by a combination of the aforementioned methods of payment(i), (ii) or (iii). For purposes of this AgreementSection 2, the term "Fair Market Value" per share ", as of a particular day, means (a) if the shares of Common Stock on a given date shall be: (i) if the Common Stock is are then listed or admitted for trading on a national securities exchange or included quoted on the Nasdaq National MarketAssociation of Securities Dealers Automated Quotation System, the closing last reported sales price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share ask prices, as applicable, of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on the last trading day before such date, on the next preceding day on which there were quotations) as provided by such organization; and or (iiib) if the shares of Common Stock is are not traded then listed or admitted for trading on a national securities exchange or included quoted on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or Association of Securities Dealers Automated Quotation System, such value as the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement entire Board of Directors of the parties Company, in its absolute discretion, may determine in good faith orfaith. For purposes of this Section 2, in the absence term "Warrant Shares" means shares of such agreement, as determined pursuant to arbitration under the auspices Common Stock issuable upon exercise of the American Arbitration Associationthis Warrant.

Payment of Exercise Price. At Payment shall be made at any time with respect to shares of Warrant Stock being purchased hereunder (x) by the election payment to the Company, by cash, check and/or wire transfer, of any an amount equal to the then-applicable Exercise Price per share multiplied by the number of shares of Warrant Stock then being purchased, or, at the option of the Registered Holder, (y) by surrendering to the aggregate Company for cancellation the right to receive upon exercise hereof a number of shares of Series A Common Stock equal to the value (as determined below) of the shares of Warrant Stock with respect to which this Warrant is being exercised, in which case the number of shares to be issued to the Registered Holder upon such exercise shall be computed using the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Series A Common Stock to be issued to the Registered Holder. Y = the number of shares of Series A Common Stock with respect to which this Warrant is being exercised and with respect to which the right to receive shares is being cancelled. A = the fair market value of one share of Series A Common Stock. B = the Exercise Price for any Warrants being exercised per share of Series A Common Stock (as it may be paid: adjusted pursuant to the provisions of Section 5); provided, that in the case of a cashless exercise pursuant to clause (y), the Registered Holder shall only be entitled to surrender for cancellation the right to receive shares which may then be issued upon exercise of this Warrant. As used herein, the "fair market value of one share of Series A Common Stock" shall mean the average, for the five trading days (or such fewer number of days as the Company's Series A Common Stock may have been publicly traded) ending with the trading day which is two trading days prior to the date of such surrender, of: (a) in cash in the amount closing prices of the aggregate Exercise Price then in effect for Company's Series A Common Stock sold on the number of Warrants being exercisedsecurities exchange(s) on which the Series A Common Stock may at the time be listed, or (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined belowif there have been no sales on such exchange(s) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on any such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Marketday, the average of the closing highest bid and lowest asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) prices on such date exchange(s) at the end of such day, or (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iiic) if on any such trading day the Series A Common Stock is not traded on a national securities exchange or included so listed, the average of the representative bid and asked prices quoted on the Nasdaq National Market and ("NASDAQ") as of 4:00 p.m., New York City time, on such day, or (d) if on any such trading day the Series A Common Stock is not quoted on Nasdaq, the average of the highest bid and lowest asked quotations are not provided price on such day in the domestic over-the-counter market as reported by Nasdaq (or the National Quotation Bureau Incorporated Bureau, Incorporated, or any similar successor organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At the election of any The Holder, at its election, may either pay the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in immediately available funds, or satisfy its obligation to pay the amount of the aggregate Exercise Price then through a “cashless exercise,” in effect for which event the number of Warrants being exercised, (b) by surrender Company shall issue to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on Holder the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for determined as follows: X = Y [(A-B)/A] where: X = the number of Warrants Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised, or . A = the Current Market Price (d) by a combination as of the aforementioned methods date of paymentsuch calculation) of one share of Common Stock . B = the Exercise Price (as adjusted to the date of such calculation). For purposes of this AgreementWarrant, the "Fair “Current Market Value" per Price” of one share of the Company’s Common Stock on as of a given particular date shall bebe determined as follows: (ia) if the Common Stock is listed traded on a national securities exchange or included through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the arithmetic average of the VWAPs for the five (5) consecutive Trading Days immediately preceding the applicable date; (b) if traded over-the-counter but not on the Nasdaq National Stock Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, Current Market Price shall be deemed to be the average of the closing bid and asked quotations per share prices as of five (5) Business Days immediately prior to the date of exercise indicated in the Notice of Exercise; and (c) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as reported by Nasdaq (or of the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization)of exercise, as determined by the agreement of the parties an independent appraiser selected in good faith orby the Holder. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the absence of such agreementHolder, as determined and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to arbitration under the auspices of the American Arbitration AssociationPurchase Agreement.

Payment of Exercise Price. At the election of any Holder, the aggregate The Exercise Price for any Warrants being exercised may be paid: paid at the holder's election either (a) in cash in by cash, certified or official bank check payable to the amount order of the aggregate Exercise Price then in effect for the number of Warrants being exercisedCompany, or wire transfer to its account, or (b) by surrender the net issuance method as described below: (i) If the Warrant Stock is Next Round Preferred Stock or Optional Conversion Preferred Stock, then prior to the Automatic Conversion Effective Time (as defined in Section 7 hereof), the Company shall issue Warrant Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Warrant Stock to be issued to the holder Y = the number of shares of Warrant Stock requested to be exercised under this Warrant A = the current fair market value of one (1) share of Warrant Stock B = the Exercise Price As used herein, the current fair market value of a share of Warrant Stock shall mean the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Warrant Stock, as determined in good faith by the Company's Board of Directors (with the agreement of at least one of the directors designated by TVM or Merlin, provided, that designees of TVM and Merlin are directors at such time), unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Warrant Stock receive securities and/or other property in exchange for their Warrant Stock, in which case the fair market value of Warrant Stock shall be deemed to be the value (determined in good faith by the Company's Board of Directors (with the agreement of at least one of the directors designated by TVM or Merlin, provided, that designees of TVM and Merlin are directors at such time)) of the securities and other property received by the holders of the Company's Warrant Stock per share of Warrant Stock pursuant to such merger, consolidation or other acquisition. (ii) If the Warrant Stock is Common Stock, or if this Warrant is exercised either upon or after the Automatic Conversion Effective Time, the Company shall issue Common Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for holder Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant A = the current fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date B = the Exercise Price As used herein, current fair market value of Common Stock shall be: mean with respect to each share of Common Stock: (iA) if the exercise is in connection with the Company's initial public offering of Common Stock, and if the Company's registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company's initial public offering of Common Stock and (1) if the Common Stock is listed traded on a national securities exchange or included quoted on the Nasdaq National Stock Market, the fair market value shall be deemed to be the average of the closing price per share prices over a twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock on such date is being determined; or (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii2) if the Common Stock is not listed on a national securities exchange or included quoted on the Nasdaq National MarketStock Market but is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked quotations prices reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock is being determined; (C) if at any time the Common Stock is not listed on any national securities exchange or quoted on the Nasdaq Stock Market or actively traded in the over-the-counter market, the current fair market value of Common Stock shall be the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value (determined in good faith by the Company's Board of Directors (with the agreement of at least one of the directors designated by TVM or Merlin, provided, that designees of TVM and Merlin are directors at such time)) of the securities and other property received by the holders of the Company's Common Stock per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationsuch merger, consolidation or other acquisition.

Payment of Exercise Price. At the election of any Holder, the aggregate Exercise Price for any Warrants being exercised This option may be paid: exercised, in part or in whole, only by written request to the Corporation accompanied by payment of the exercise price in full either (ai) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being shares with respect to which it is exercised, or (bii) by surrender to the Company of delivering shares of Common Stock or a combination of shares and cash having an aggregate Fair Market Value (as defined belowin the Plan) on the date of exercise equal to the aggregate Exercise Price then exercise price of the shares being purchased; provided, however, that shares of Common Stock delivered by the Optionee may be accepted as full or partial payment of the exercise price for any exercise of the option hereunder only if the shares have been held by the Optionee for at least six (6) months. To the extent required by the Corporation, Optionee shall also tender at the time of exercise an amount equal to the amount of federal and state withholding taxes due in effect for connection with such exercise. To this end, the number Optionee shall either: (a) pay the Corporation the amount of Warrants being exercised, tax to be withheld in cash; (cb) deliver to the Corporation other shares of Stock owned by a surrender of Warrants covering a number of Warrant Shares the Optionee prior to such date having an aggregate Fair Market ValueValue on the date on which the amount of tax to be withheld is determined which does not exceed the amount of tax required to be withheld (based on the statutory minimum withholding rates for federal and state tax purposes, net including payroll taxes), provided that the previously owned shares delivered in satisfaction of the applicable aggregate Exercise Price therefor, equal withholding obligations must have been held by the participant for at least six (6) months; (c) make a payment to the aggregate Exercise Price then in effect for the number Corporation consisting of Warrants being exercised, a combination of both (a) and (b) above; or (d) request that the Corporation cause to be withheld a number of shares of Stock otherwise due the Optionee hereunder having a Fair Market Value on the date on which the amount of tax to be withheld is determined which does not exceed the amount of tax required to be withheld (based on the statutory minimum withholding rates for federal and state tax purposes, including payroll taxes); provided, however, that shares may be withheld by a combination the Corporation only if such withheld shares have vested. Taxes on Perquisites /Other taxes. Optionee hereby acknowledges that the value of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average Perquisites enjoyed by virtue of the closing bid and asked quotations per share exercise of Common Stock the options under the Plan may be liable to be taxed to the extent the Optionee is an employee of iGATE Global Solutions Limited. Optionee hereby agrees that the Corporation or iGATE Global Solutions Limited is entitled to recover the amount of applicable taxes, including Perquisite tax under the India Income Tax Act. The Optionee further hereby agrees to pay to the Corporation or iGATE Global Solutions Limited as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as may be determined by the agreement Corporation or iGATE Global Solutions Limited the amount of the parties in good faith or, in tax liability arising on account of the absence exercise of such agreement, as determined pursuant to arbitration the options or on account of any other event under the auspices Plan either today or at a future date including but not limited to tax on perquisites or any other applicable tax as may be levied by any statutory body in regard to the exercise of the American Arbitration Associationoptions.

Payment of Exercise Price. At the election of any Holder, the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender to the Company of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National or Small Cap Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Marketor Small Cap Market , the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National or Small Cap Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At the election of any Holder, the aggregate The Exercise Price for any Warrants being exercised may be paid: paid at the Warrantholder's election either (ai) in by cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercisedor check, or (bii) by surrender to of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Common Stock in accordance with the following formula: X = Y(A-B) ------ A Where:X = the number of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for Warrantholder. Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock. B = the Exercise Price. As used in this Section 2, current fair market value of Common Stock on a given date shall be: mean with respect to each share of Common Stock: (i) if the Common Stock exercise is listed on a national securities exchange or included on in connection with an initial public offering, and if the Nasdaq National MarketCompany's Registration Statement relating to such public offering has been declared effective by the SEC, then the closing price per share of Common Stock on such date (or, if there was no trading on such date, on initial "Price to Public" specified in the next preceding day on which there was trading); final prospectus with respect to the offering; (ii) if this Warrant is exercised after, and not in connection with, the Common Stock is not listed Company's initial public offering, and: (A) if traded on a national securities exchange or included on the Nasdaq National MarketMarket System ("NASDAQ SYSTEM"), the fair market value shall be deemed to be the average of the closing or last reported sale prices on such exchange or market over a twenty-one (21) day period ending three days before the day the current fair market value of the securities is being determined; or (B) if actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq prices quoted on the NASDAQ System (or similar system) over the National Quotation Bureau Incorporated or any similar organizationtwenty-one (21) on such date (or, if there were no quotations for day period ending three days before the Common Stock on such date, on day the next preceding day on which there were quotations) as provided by such organization; and current fair market value of the securities is being determined; (iii) if at any time the Common Stock is not traded listed on a national any securities exchange or included on quoted in the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (NASDAQ System or the National Quotation Bureau Incorporated over-the-counter market, the current fair market value of Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or any similar organization)director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined by the agreement of the parties in good faith orby its Board of Directors, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the absence fair market value of such agreement, as determined Common Stock shall be deemed to be the value received by the holders of the Company's Common Stock on a common equivalent basis pursuant to arbitration under the auspices of the American Arbitration Associationsuch merger or acquisition.

Payment of Exercise Price. At the election of any Holder, the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender to the Company of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Marketor Small Cap Markets, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Marketor Small Cap Markets, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market or Small Cap Markets and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At the election of any Holder, the aggregate The Exercise Price for any Warrants being exercised may be paid: paid at the holder's election either (a) in cash in by cash, certified or official bank check payable to the amount order of the aggregate Exercise Price then in effect for the number of Warrants being exercisedCompany, or wire transfer to its account, or (b) by surrender the net issuance method as described below: (i) If the Warrant Stock is Next Round Preferred Stock, then prior to the Automatic Conversion Effective Time (as defined in Section 7 hereof), the Company shall issue Warrant Stock under the net issuance method in accordance with the following formula: X= (Y)(A-B)/A Where: X = the number of shares of Warrant Stock to be issued to the holder Y = the number of shares of Warrant Stock requested to be exercised under this Warrant A = the current fair market value of one (1) share of Warrant Stock B = the Exercise Price As used herein, the current fair market value of a share of Warrant Stock shall mean the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Warrant Stock, as determined in good faith by the Company's Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Warrant Stock receive securities and/or other property in exchange for their Warrant Stock, in which case the fair market value of Warrant Stock shall be deemed to be the value (determined in good faith by the Company's Board of Directors of the securities and other property received by the holders of the Company's Warrant Stock per share of Warrant Stock pursuant to such merger, consolidation or other acquisition. (ii) If the Warrant Stock is Common Stock, or if this Warrant is exercised either upon or after the Automatic Conversion Effective Time, the Company shall issue Common Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for holder Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant A = the current fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date B = the Exercise Price As used herein, current fair market value of Common Stock shall be: mean with respect to each share of Common Stock: (iA) if the exercise is in connection with the Company's initial public offering of Common Stock, and if the Company's registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company's initial public offering of Common Stock and (1) if the Common Stock is listed traded on a national securities exchange or included quoted on the Nasdaq National Stock Market, the fair market value shall be deemed to be the average of the closing price per share prices over a ten (10) day period ending three days before the day the current fair market value of the Common Stock on such date is being determined; or (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii2) if the Common Stock is not listed on a national securities exchange or included quoted on the Nasdaq National MarketStock Market but is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked quotations prices reported by the National Quotation Bureau (or similar system) over the ten (10) day period ending three days before the day the current fair market value of the Common Stock is being determined; (C) if at any time the Common Stock is not listed on any national securities exchange or quoted on the Nasdaq Stock Market or actively traded in the over-the-counter market, the current fair market value of Common Stock shall be the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value of the securities and other property received by the holders of the Company's Common Stock per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationsuch merger, consolidation or other acquisition.

Payment of Exercise Price. At the election of any The Holder, at its election, may either pay the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in immediately available funds, or satisfy its obligation to pay the amount of the aggregate Exercise Price then through a “cashless exercise,” in effect for which event the number of Warrants being exercised, (b) by surrender Company shall issue to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on Holder the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for determined as follows: X = Y [(A-B)/A] where: X = the number of Warrants Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised, or . A = the Current Market Price (d) by a combination as of the aforementioned methods date of paymentsuch calculation) of one share of Common Stock. B = the Exercise Price (as adjusted to the date of such calculation). For purposes of this AgreementWarrant, the "Fair “Current Market Value" per Price” of one share of the Company’s Common Stock on as of a given particular date shall bebe determined as follows: (ia) if the Common Stock is listed traded on a national securities exchange or included exchange, the Current Market Price shall be deemed to be the arithmetic average of the VWAPs for the five (5) consecutive Trading Days immediately preceding the applicable date; (b) if traded over-the-counter but not on the Nasdaq National Stock Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, Current Market Price shall be deemed to be the average of the closing bid and asked quotations per share prices as of five (5) Business Days immediately prior to the date of exercise indicated in the Exercise Notice; and (c) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as reported by Nasdaq (or of the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization)of exercise, as determined by the agreement of the parties an independent appraiser selected in good faith orby the Holder. For purposes of Rule 144, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the absence of such agreementHolder, as determined pursuant and the holding period for the Warrant Shares shall be deemed to arbitration under have commenced, on the auspices of the American Arbitration AssociationIssuance Date.

Payment of Exercise Price. At the election of any Holder, the aggregate The Exercise Price for any Warrants being exercised may be paid: paid at the Holder’s election either (a) in cash in by cash, certified or official bank check payable to the amount order of the aggregate Exercise Price then in effect for the number of Warrants being exercisedCompany, or wire transfer to its account, or (b) by surrender the net issuance method as described below: (i) Prior to the Warrant Stock Conversion Effective Time (as defined in Section 6 hereof), the Company shall issue Warrant Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Warrant Stock to be issued to the Holder Y = the number of shares of Warrant Stock requested to be exercised under this Warrant A = the current fair market value of one (1) share of Warrant Stock B = the Exercise Price As used herein, the current fair market value of a share of Warrant Stock shall mean the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Warrant Stock, as determined in good faith by the Company’s Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Warrant Stock receive securities and/or other property in exchange for their Warrant Stock, in which case the fair market value of Warrant Stock shall be deemed to be the value (determined in good faith by the Company’s Board of Directors) of the securities and other property received by the holders of the Warrant Stock per share of Warrant Stock pursuant to such merger, consolidation or other acquisition. (ii) Upon and after the Warrant Stock Conversion Effective Time, the Company shall issue Common Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for Holder Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant A = the current fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date B = the Exercise Price As used herein, current fair market value of Common Stock shall be: mean with respect to each share of Common Stock: (iA) if the exercise is in connection with the Company’s initial public offering of Common Stock, and if the Company’s registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company’s initial public offering of Common Stock and (1) if the Common Stock is listed traded on a national an internationally recognized securities exchange or included on the Nasdaq National Marketthat publishes closing prices, the fair market value shall be deemed to be the average of the closing price per share prices over a fourteen (14) day period ending three (3) days before the day the current fair market value of the Common Stock on such date is being determined; or (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii2) if the Common Stock is not listed on a national an internationally recognized securities exchange or included on that publishes closing prices but is actively traded over-the-counter, the Nasdaq National Market, fair market value shall be deemed to be the average of the closing bid and asked quotations prices reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three (3) days before the day the current fair market value of the Common Stock is being determined; (3) if at any time the Common Stock is not listed on an internationally recognized securities exchange that publishes closing prices or actively traded over-the-counter, the current fair market value of Common Stock shall be the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value of the securities and other property received by the holders of the Common Stock per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationsuch merger, consolidation or other acquisition.

Payment of Exercise Price. At the election of any The Holder, at its election, may either pay the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in immediately available funds, or satisfy its obligation to pay the amount of the aggregate Exercise Price then through a “cashless exercise,” in effect for which event the number of Warrants being exercised, (b) by surrender Company shall issue to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on Holder the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for determined as follows: X = Y [(A-B)/A] where: X = the number of Warrants Warrant Shares to be issued to the Holder. Y = the number of Warrant Shares with respect to which this Warrant is being exercised, or . A = the Current Market Price (d) by a combination as of the aforementioned methods date of paymentsuch calculation) of one share of Common Stock. B = the Exercise Price (as adjusted to the date of such calculation). For purposes of this AgreementWarrant, the "Fair “Current Market Value" per Price” of one share of the Company’s Common Stock on as of a given particular date shall bebe determined as follows: (ia) if the Common Stock is listed traded on a national securities exchange or included through the Nasdaq Stock Market, the Current Market Price shall be deemed to be the arithmetic average of the VWAPs for the five consecutive Trading Days immediately preceding the applicable date; (b) if traded over-the-counter but not on the Nasdaq National Stock Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, Current Market Price shall be deemed to be the average of the closing bid and asked quotations per share prices as of five business days immediately prior to the date of exercise indicated in the Notice of Exercise; and (c) if there is no active public market, the Current Market Price shall be the fair market value of the Common Stock as reported by Nasdaq (or of the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization)of exercise, as determined by the agreement of the parties an independent appraiser selected in good faith orby the Holder. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the absence of such agreementHolder, as determined and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to arbitration under the auspices of the American Arbitration AssociationPurchase Agreement.

Payment of Exercise Price. At the election of any Holder, the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender to the Company of shares of Common Preferred Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (d) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (de) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Preferred Stock or Common Stock on a given date shall be: (i) if the Preferred Stock or Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Preferred Stock or Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Preferred Stock or Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Preferred Stock or Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Preferred Stock or Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Preferred Stock or Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At the election of any Holder, the aggregate The Exercise Price for any Warrants being exercised may be paid: paid at the Holder’s election either: (a) in cash in by cash, certified or official bank check payable to the amount order of the aggregate Exercise Price then in effect for the number of Warrants being exercisedCompany, or wire transfer to its account, or (b) by surrender the net issuance method as described below: (i) Prior to the Warrant Stock Conversion Effective Time (as defined in Section 6 hereof), the Company shall issue Warrant Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where X = the number of shares of Warrant Stock to be issued to the Holder Y = the number of shares of Warrant Stock requested to be exercised under this Warrant A = the current fair market value of one (1) share of Warrant Stock B = the Exercise Price As used herein, the current fair market value of a share of Warrant Stock shall mean the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Warrant Stock, as determined in good faith by the Company’s Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Warrant Stock receive securities and/or other property in exchange for their Warrant Stock, in which case the fair market value of Warrant Stock shall be deemed to be the value (determined in good faith by the Company’s Board of Directors) of the securities and other property received by the holders of the Warrant Stock per share of Warrant Stock pursuant to such merger, consolidation or other acquisition. (ii) Upon and after the Warrant Stock Conversion Effective Time, the Company shall issue Common Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where X = the number of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for Holder Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant A = the current fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date B = the Exercise Price As used herein, current fair market value of Common Stock shall be: mean with respect to each share of Common Stock: (iA) if the exercise is in connection with the Company’s initial public offering of Common Stock, and if the Company’s registration statement relating to such public offering, has been declared effective by the Securities and Exchange Commission, then the initial “Price to Public” specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company’s initial public offering of Common Stock and (1) if the Common Stock is listed traded on a national an internationally recognized securities exchange or included on the Nasdaq National Marketthat publishes closing prices, the fair market value shall be deemed to be the average of the closing price per share prices over a fourteen (14) day period ending three (3) days before the day the current fair market value of the Common Stock on such date is being determined; or (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii2) if the Common Stock is not listed on a national an internationally recognized securities exchange or included on that publishes closing prices but is actively traded over-the-counter, the Nasdaq National Market, fair market value shall be deemed to be the average of the closing bid and asked quotations prices reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three (3) days before the day the current fair market value of the Common Stock is being determined; (3) if at any time the Common Stock is not listed on an internationally recognized securities exchange that publishes closing prices or actively traded over-the-counter, the current fair market value of Common Stock shall be the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value of the securities and other property received by the holders of the Common Stock per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationsuch merger, consolidation or other acquisition.

Payment of Exercise Price. At An Option that is exercisable hereunder may be exercised by delivery to USPL on any business day, at its principal office, addressed to the election attention of the Vice President and General Counsel, of written notice of exercise, which notice shall specify the number of shares with respect to which the Option is being exercised, and shall be accompanied by payment in full of the Option Price of the shares for which the Option is being exercised, except as provided below. The minimum number of shares of Stock with respect to which an Option may be exercised, in whole or in part, at any Holder, time shall be the aggregate Exercise lesser of 100 shares or the maximum number of shares available for purchase under the Option the time of exercise. Payment of the Option Price for any Warrants being exercised may the shares of Stock purchased pursuant to the exercise of an Option shall be paid: made (ai) in cash or in cash equivalents; (ii) through the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender tender to the Company USPL of shares of Common Stock having an aggregate Fair Market Value Stock, which shares shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at their fair market value (as defined belowdetermined in the manner described in the Plan) on the date of exercise; (iii) by delivering a written direction to USPL that the Option be exercised pursuant to a "cashless" exercise/sale procedure (pursuant to which funds to pay for exercise of the Option are delivered to USPL by a broker upon receipt of stock certificates from USPL) or a cashless exercise/loan procedure (pursuant to which the Optionees would obtain a margin loan from a broker to fund the exercise) through a licensed broker acceptable to USPL whereby the stock certificate or certificates for the shares of Stock for which the Option is exercised will be delivered to such broker as the agent for the individual exercising the Option and the broker will deliver to USPL cash (or cash equivalent acceptable to USPL) equal to the aggregate Option Price for the shares of Stock purchased pursuant to the exercise of the Option plus the amount (if any) of federal and other taxes that USPL, may, in its sole judgment, be required to withhold with respect to the exercise of the Option; (iv) to the extent permitted by applicable law and under the terms of the Option Agreement with respect to such Option, by the delivery of a promissory note of the Optionee to USPL on such terms as shall be set out in such Option Agreement and as shall be acceptable to the Company in its sole discretion; or (v) by combination of methods described in (i), (ii), (iii) and (iv). Payment in full of the Option Price need not accompany the written notice of exercise if the Option is exercised pursuant to the cashless exercise/sale procedure described above. An attempt to exercise any Option granted hereunder other than as set forth above shall be invalid and of no force and effect. Promptly after the exercise of an Option, the individual exercising the Option shall be entitled to the issuance of the Stock certificate or certificates evidencing his ownership of such shares. A separate Stock certificate or certificates shall be issued for any shares purchased pursuant to the exercise of an Option that is intended to be an Incentive Stock Option, which certificate or certificates shall not include any shares purchased pursuant to the exercise of an Option that is not an Incentive Stock Option. An individual holding or exercising an Option shall have none of the rights of a shareholder until the shares of Stock covered thereby are fully paid and issued to him and, except as provided in Section 18 below, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the Optionee in payment of all or any part of the Exercise Price then shall be valued on the basis of their fair market value of Common Stock of the Company on the date of delivery of such certificates to the Company, accompanied by an assignment of stock to the Company. Any assignment of stock shall be in effect for a form and substance satisfactory to the Secretary of the Company, including guarantees of signature(s) and payment of all transfer taxes if he deems such necessary or desirable. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Warrants the Common Shares, which are being exercisedpurchased pursuant to the exercise, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, so that the net proceeds of the applicable aggregate Exercise Price therefor, sale transaction will at least equal to the aggregate Exercise Price then Price, plus interest at the Applicable Federal Rate (as that term is defined in effect Section 1274 of the Code) for the number period from the date of Warrants being exercised, or (d) by a combination of exercise to the aforementioned methods date of payment. For purposes of this Agreement, and pursuant to which the "Fair Market Value" per share of Common Stock on a given broker undertakes to deliver the aggregate Exercise Price, plus such interest, to the Company not later than the date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, sale transaction will settle in the absence ordinary course of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationbusiness.

Payment of Exercise Price. At Payment shall be made at any time with respect to shares of Warrant Stock being purchased hereunder (x) by the election payment to the Company, by cash, check and/or wire transfer, of any Holder, an amount equal to the aggregate then-applicable Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount of the aggregate Exercise Price then in effect for per share multiplied by the number of Warrants shares of Warrant Stock then being purchased, or, at the option of the Registered Holder, (y) by surrendering to the Company for cancellation the right to receive upon exercise hereof a number of shares of Series A Common Stock equal to the value (as determined below) of the shares of Warrant Stock with respect to which this Warrant is being exercised, in which case the number of shares to be issued to the Registered Holder upon such exercise shall be computed using the following formula: X = Y(A-B) ----- A Where: X = the number of shares of Series A Common Stock to be issued to the Registered Holder. Y = the number of shares of Series A Common Stock with respect to which this Warrant is being exercised and with respect to which the right to receive shares is being canceled. A = the fair market value of one share of Series A Common Stock. B = the Exercise Price per share of Series A Common Stock (as it may be adjusted pursuant to the provisions of Section 5); provided, that in the case of a cashless exercise pursuant to clause (y), the Registered Holder shall only be entitled to surrender for cancellation the right to receive shares which may then be issued upon exercise of this Warrant. As used herein, the "fair market value of one share of Series A Common Stock" shall mean the average, for the five trading days (or such fewer number of days as the Company's Series A Common Stock may have been publicly traded) ending with the trading day which is two trading days prior to the date of such surrender, of: (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined belowif there have been no sales on such exchange(s) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on any such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Marketday, the average of the closing highest bid and lowest asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) prices on such date exchange(s) at the end of such day, or (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iiic) if on any such trading day the Series A Common Stock is not traded on a national securities exchange or included so listed, the average of the representative bid and asked prices quoted on the Nasdaq National Market and ("NASDAQ") as of 4:00 p.m., New York City time, on such day, or (d) if on any such trading day the Series A Common Stock is not quoted on Nasdaq, the average of the highest bid and lowest asked quotations are not provided price on such day in the domestic over-the-counter market as reported by Nasdaq (or the National Quotation Bureau Incorporated Bureau, Incorporated, or any similar successor organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At The issuance of New Common Stock pursuant to the election exercise of any HolderWarrants shall be subject to payment in full by the holder of such Warrant of the applicable Initial Exercise Price (as adjusted, as applicable, pursuant to the anti-dilution provisions herein, the aggregate “Exercise Price for any Warrants being exercised may be paid: (aPrice”) in cash by delivery of a certified or official bank check or by wire transfer of immediately available funds in the amount of the aggregate Exercise Price then for such New Common Stock. The Equity Issuer, the Required Consenting Xxxxxxx Crossover Group Members, and the Required Consenting HoldCo Creditors will explore mechanisms that provide for periodic “cashless” exercise of the warrants in effect Luxembourg; provided, that the implementation of any such mechanisms shall be subject to the consent of the Required Consenting Xxxxxxx Crossover Group Members and shall not have any materially adverse impact on the Equity Issuer or the New Common Stock of the Equity Issuer. To the extent permitted under applicable law, the cashless exercise of Warrants may be undertaken by issuing new shares of New Common Stock on exercise of the Warrants at par value, such par value to be paid up in cash by the Warrant holders. The difference between the Exercise Price payable for such Warrants and the par value paid in cash will be settled between the Warrant holder and the Company by means of cancellation of unexercised Warrants with the same economic value as such difference in Exercise Price. Such a mechanism to implement a cashless exercise of Warrants shall be authorized by the general meeting and specifically referenced in the applicable approvals needed for the number creation of Warrants being exercisedthe authorized share capital, (b) by surrender to be created in the articles of association to enable the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on to fulfil its obligations under the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of paymentWarrants. For purposes of this Agreement, determining the "Fair Market Value" per share value of New Common Stock on a given date shall be: (i) if to be surrendered in connection with any cashless exercise, at any time at which the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the New Common Stock is not listed on a national United States securities exchange, such value shall be determined by the board of directors of the Equity Issuer (the “Board of Directors”) within five (5) business days following a notice of exercise; provided, that if the holder does not agree with such value such value shall be determined by an independent and nationally recognized investment banking or valuation firm jointly selected by the Board of Directors and holder, such investment banking or valuation firm to be engaged no more than once per twelve-month period on behalf of any or all Warrant holders. The fees and expenses of such investment banking or valuation firm shall be paid by the Equity Issuer. Anti-Dilution The Warrant Agreements shall provide customary proportional anti-dilution adjustments to the exercise price and/or the number of shares of New Common Stock for which the Warrants are exercisable with respect to (i) any subdivision, combination, stock split or other reclassification, conversion or exchange of equity interests (whether by merger or included otherwise), and (ii) any dividend paid to holders of equity interests in shares of equity interests, rights to acquire equity interests or securities convertible or exchangeable into equity interests, cash or other property. For the avoidance of doubt, the Warrants shall not be entitled to any economic anti-dilution provisions, other than as set forth above. Sale of the Company The Warrant Agreements shall include Black-Scholes protection and treatment in the event of certain change of control, merger, asset sale of all or substantially all of the assets of the Company or sale transactions (each, a “Fundamental Transaction”). The Black-Scholes Value, if elected by the Warrant holder, will be determined by an independent and nationally recognized investment banking or valuation firm jointly selected by the Board of Directors and a majority of electing holders of Warrants using the Black Scholes Option Pricing Model for a “call” option, subject to the following assumptions: • Current Price: Fundamental Transaction consideration per share • Strike: Exercise Price in effect • Maturity: Remaining term of warrant • Volatility: To be determined by the independent financial expert as of the date of determination and pursuant to customary practices for calculating such volatility but in any event no more than 45% and no less than 20% (provided, however, that such range will not be disclosed to the independent financial expert) • Risk-Free Interest Rate: Interpolated rate on the Nasdaq National MarketUnited States Treasury securities with a maturity closest to the remaining term of the Warrant as of the date of consummation of the applicable Fundamental Transaction Section 1145 The Warrants, and the New Common Stock issuable thereunder, will be exempt from registration under the Securities Act of 1933 pursuant to Section 1145 of the Bankruptcy Code. To the extent that such exemption under Section 1145 of the Bankruptcy Code is unavailable, the average of Warrants, and the closing bid and asked quotations per share of New Common Stock issuable thereunder, will be issued pursuant to any other available exemptions from registration, as reported applicable. Transferability The Warrants shall not be subject to transfer restrictions except as set forth in the New Corporate Governance Documents or as required by Nasdaq (or law. From and after such time the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the New Common Stock is not traded listed on a national securities exchange or included recognized U.S. stock exchange, the Equity Issuer shall use commercially reasonable efforts to list the warrants on a recognized U.S. stock exchange; provided, that such obligation shall terminate on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq fourth (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement 4th) anniversary of the parties in good faith or, Effective Date. The Warrants shall be tradeable and transferrable independently of New Common Stock and the CVRs. Any New Common Stock issued upon exercise of a Warrant shall be subject to the transfer restrictions set forth in the absence New Corporate Governance Documents (including the Articles of Association and Shareholders Agreement (as defined in the Corporate Governance Term Sheet) and as may be required by law. Prior to receiving any New Common Stock issued upon exercise of a Warrant, such agreementWarrant holder shall be required to execute the Shareholders Agreement. In addition, as determined pursuant to arbitration under upon the auspices listing of the American Arbitration AssociationNew Common Stock, certain Large Holders (the definition of which is to be determined in the registration rights agreement) shall have registration rights with respect to their New Common Stock issued upon exercise of their Warrants in accordance with the registration rights agreement and New Corporate Governance Documents (including the Articles of Association and Shareholders Agreement).

Payment of Exercise Price. At Payment shall be made at any time with respect to shares of Warrant Stock being purchased hereunder (x) by the election payment to the Company, by cash, check and/or wire transfer, of any an amount equal to the then-applicable Exercise Price per share multiplied by the number of shares of Warrant Stock then being purchased, or, at the option of the Registered Holder, (y) by surrendering to the aggregate Company for cancellation the right to receive upon exercise hereof a number of shares of Series A Common Stock equal to the value (as determined below) of the shares of Warrant Stock with respect to which this Warrant is being exercised, in which case the number of shares to be issued to the Registered Holder upon such exercise shall be computed using the following formula: X = Y(A-B) ----- A Where: X = the number of shares of Series A Common Stock to be issued to the Registered Holder. Y = the number of shares of Series A Common Stock with respect to which this Warrant is being exercised and with respect to which the right to receive shares is being cancelled. A = the fair market value of one share of Series A Common Stock. B = the Exercise Price for any Warrants being exercised per share of Series A Common Stock (as it may be paid: adjusted pursuant to the provisions of Section 5); provided, that in the case of a cashless exercise pursuant to clause (y), the Registered Holder shall only be entitled to surrender for cancellation the right to receive shares which may then be issued upon exercise of this Warrant. As used herein, the "fair market value of one share of Series A Common Stock" shall mean the average, for the five trading days (or such fewer number of days as the Company's Series A Common Stock may have been publicly traded) ending with the trading day which is two trading days prior to the date of such surrender, of: (a) in cash in the amount closing prices of the aggregate Exercise Price then in effect for Company's Series A Common Stock sold on the number of Warrants being exercisedsecurities exchange(s) on which the Series A Common Stock may at the time be listed, or (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined belowif there have been no sales on such exchange(s) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on any such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Marketday, the average of the closing highest bid and lowest asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) prices on such date exchange(s) at the end of such day, or (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iiic) if on any such trading day the Series A Common Stock is not traded on a national securities exchange or included so listed, the average of the representative bid and asked prices quoted on the Nasdaq National Market and ("NASDAQ") as of 4:00 p.m., New York City time, on such day, or (d) if on any such trading day the Series A Common Stock is not quoted on Nasdaq, the average of the highest bid and lowest asked quotations are not provided price on such day in the domestic over-the-counter market as reported by Nasdaq (or the National Quotation Bureau Incorporated Bureau, Incorporated, or any similar successor organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At Upon any exercise of the election of any HolderOption, the aggregate total Exercise Price for any Warrants the number of shares of Stock for which the Option is then being exercised may shall be paid: paid in full to the Corporation in any one or more of the following ways: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, cash; (b) if permitted by surrender to the Company Committee on the date of exercise, in shares of Common Stock having an aggregate Fair Market Value on the exercise date equal to the Exercise Price for the shares of Stock being purchased; (as defined belowc) if permitted by the Committee on the date of exercise, by requesting that the Corporation withhold such number of shares of Stock then issuable upon exercise of the Option as will have a Fair Market Value equal to the aggregate Exercise Price then in effect for the number shares of Warrants Stock being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net acquired upon exercise of the Option (and any applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or withholding taxes); (d) provided that a public market for the Corporation’s Stock exists, and to the extent permitted by the Xxxxxxxx-Xxxxx Act of 2002: (i) through a “same day sale” commitment from the Participant and a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant irrevocably elects to exercise the Option and sell a portion of the shares of Stock so purchased to pay the Exercise Price (or a larger number of shares of Stock so purchased), and whereby the FINRA Dealer irrevocably commits upon receipt of such shares of Stock to forward the purchase price directly to the Corporation (and any excess to the Participant); or (ii) through a “margin” commitment from the Participant and a FINRA Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the shares of Stock so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the purchase price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares of Stock to forward the purchase price directly to the Corporation; or (e) by any combination of the aforementioned methods foregoing. If the Exercise Price is paid in whole or in part in shares of paymentStock, any portion of the Exercise Price representing a fraction of a share must be paid in cash. For purposes When full payment of this Agreementthe Exercise Price has been made, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if Participant will be considered for all purposes the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average owner of the closing bid and asked quotations per share shares of Common Stock as reported by Nasdaq (or with respect to which payment has been made, subject to the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, restrictions set forth in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration AssociationPlan.

Payment of Exercise Price. At Exercise of this Warrant by the election Holder shall be made in one or more parts in minimum blocks of any Holder20% of the Warrant Shares purchasable hereunder (other than the last block of Warrant Shares purchasable hereunder) by the surrender of this Warrant (with the subscription form at the end hereof, or a reasonable facsimile thereof, duly executed) at the Company's principal offices, together with proper payment of the Per Share Warrant Price, as adjusted from time to time pursuant to Section 3 hereof. Payment for Warrant Shares shall be made by certified or official bank check payable to the order of the Company. If this Warrant is exercised in part, this Warrant must be exercised for a number of whole shares of Common Stock, and the Holder is entitled to receive a new Warrant of like tenor covering the Warrant Shares for which this Warrant may then be exercised. Upon such surrender of this Warrant, the aggregate Exercise Price for any Warrants being exercised may be paid: Company will (a) issue a certificate or certificates in the name of the Holder (or any permitted designee of the Holder to whom the Warrant is transferred in compliance with Section 7 hereof) for the largest number of whole shares of the Common Stock to which the Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of any fractional share of the Common Stock to which the Holder shall be entitled, pay to the Holder cash in the an amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number fair market value of Warrants being exercised, such fractional share (c) determined by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal reference to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such the date (or, if there was no trading on such date, immediately preceding the date of exercise hereof on the next preceding day principal securities exchange on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share shares of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (are traded or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At the election of any Holder, the aggregate Exercise Price for any Warrants being exercised This option may be paid: exercised, in part or in whole, only by written request to the Corporation accompanied by payment of the exercise price in full either (ai) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being shares with respect to which it is exercised, or (bii) by surrender to the Company of delivering shares of Common Stock or a combination of shares and cash having an aggregate Fair Market Value (as defined belowin the Plan) on the date of exercise equal to the aggregate Exercise Price then exercise price of the shares being purchased; provided, however, that shares of Common Stock delivered by the Optionee may be accepted as full or partial payment of the exercise price for any exercise of the option hereunder only if the shares have been held by the Optionee for at least six (6) months. To the extent required by the Corporation, Optionee shall also tender at the time of exercise an amount equal to the amount of federal and state withholding taxes due in effect for connection with such exercise. To this end, the number Optionee shall either: (a) pay the Corporation the amount of Warrants being exercised, tax to be withheld in cash; (cb) deliver to the Corporation other shares of Stock owned by a surrender of Warrants covering a number of Warrant Shares the Optionee prior to such date having an aggregate Fair Market ValueValue on the date on which the amount of tax to be withheld is determined which does not exceed the amount of tax required to be withheld (based on the statutory minimum withholding rates for federal and state tax purposes, net including payroll taxes), provided that the previously owned shares delivered in satisfaction of the applicable aggregate Exercise Price therefor, equal withholding obligations must have been held by the participant for at least six (6) months; (c) make a payment to the aggregate Exercise Price then in effect for the number Corporation consisting of Warrants being exercised, a combination of both (a) and (b) above; or (d) by request that the Corporation cause to be withheld a combination number of shares of Stock otherwise due the aforementioned methods of payment. For purposes of this Agreement, the "Optionee hereunder having a Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included Value on the Nasdaq National Market, date on which the closing price per share amount of Common Stock on such date tax to be withheld is determined which does not exceed the amount of tax required to be withheld (or, if there was no trading on such date, based on the next preceding day on which there was tradingstatutory minimum withholding rates for federal and state tax purposes, including payroll taxes); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Marketprovided, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (orhowever, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined that shares may be withheld by the agreement of the parties in good faith or, in the absence of Corporation only if such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Associationwithheld shares have vested.

Payment of Exercise Price. At The Holder shall pay the election of any Holder, the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender delivering to the Company immediately available funds. In lieu of the payment of the Exercise Price in cash, the registered holder of the Warrant shall have the right (but not the obligation) to require the Company to convert any exercisable but unexercised portion of the Warrant (the “Conversion Right”), in whole but not in part, into the shares of Common Stock as provided for in this subsection (the “Net Exercise Shares”). Upon exercise of the Conversion Right, the Company shall deliver to the registered holder thereof (without payment in cash of the Exercise Price) that number of Net Exercise Shares equal to (i) the number of shares of Common Stock having an aggregate Fair issuable upon exercise of the portion of the Warrant being converted, multiplied by (ii) the quotient obtained by dividing (x) the value of the Warrant (on a per share basis) at the time the Conversion Right is exercised (determined by subtracting the Exercise Price (as adjusted) from the average Current Market Value Price (as defined below) for the 10 Trading Days ending on the Trading Day immediately prior to the effective date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (cNotice) by a surrender (y) the average Current Market Price of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per one share of Common Stock for the 10 Trading Days ending on the Trading Day immediately prior to the effective date of the Exercise Notice. The “Current Market Price” of a given date share of Common Stock shall be: mean (i) if the Common Stock is listed on a national securities exchange exchange, or included quoted on the Nasdaq National NASDAQ Global Market, NASDAQ Global Select Market, or NASDAQ Capital Market, the last closing price per share of the Common Stock on in the principal Trading Market for the Common Stock as reported by such date (or, if there was no trading on such date, on the next preceding day on which there was trading)principal Trading Market; (ii) if the Common Stock is not listed on a national securities exchange or included quoted on the Nasdaq National NASDAQ Global Market, NASDAQ Global Select Market, NASDAQ Capital Market, but is traded in the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq OTC Bulletin Board (or successor trading market) or other over-the-counter market, the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations last bid price for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organizationStock; and (iii) if the fair market value of the Common Stock is cannot traded on a national securities exchange be determined pursuant to clause (i) or included on (ii) above, such price as the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement Board of Directors of the parties Company shall determine, in good faith orafter taking into consideration factors it deems appropriate, in the absence of such agreementincluding, as determined pursuant to arbitration under the auspices without limitation, recent sale and offer prices of the American Arbitration Associationcapital stock of the Company in private transactions negotiated at arm’s length.

Payment of Exercise Price. At the election of any Holder, the aggregate The Exercise Price for any Warrants being exercised may be paid: paid at the holder's election either (a) in cash in by cash, certified or official bank check payable to the amount order of the aggregate Exercise Price Company, or wire transfer to its account, or by application or a portion of the outstanding principal and accrued interest on such Holder's Notes, or by the net issuance method as described below: (i) If the Warrant Stock is Next Round Preferred Stock or Optional Conversion Preferred Stock , then prior to the Automatic Conversion Effective Time (as defined in effect for Section 7 hereof), the Company shall issue Warrant Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of Warrants being exercised, (b) by surrender shares of Warrant Stock to be issued to the holder Y = the number of shares of Warrant Stock requested to be exercised under this Warrant A = the current fair market value of one (1) share of Warrant Stock B = the Exercise Price As used herein, the current fair market value of a share of Warrant Stock shall mean the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Warrant Stock, as determined in good faith by the Company's Board of Directors (with the agreement of at least one of the directors designated by TVM or Merlin, provided, that designees of TVM and Merlin are directors at such time), unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Warrant Stock receive securities and/or other property in exchange for their Warrant Stock, in which case the fair market value of Warrant Stock shall be deemed to be the value (determined in good faith by the Company's Board of Directors (with the agreement of at least one of the directors designated by TVM or Merlin, provided, that designees of TVM and Merlin are directors at such time)) of the securities and other property received by the holders of the Company's Warrant Stock per share of Warrant Stock pursuant to such merger, consolidation or other acquisition. (ii) If the Warrant Stock is Common Stock, or if this Warrant is exercised either upon or after the Automatic Conversion Effective Time, the Company shall issue Common Stock under the net issuance method in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for holder Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant A = the current fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date B = the Exercise Price As used herein, current fair market value of Common Stock shall be: mean with respect to each share of Common Stock: (iA) if the exercise is in connection with the Company's initial public offering of Common Stock, and if the Company's registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the initial "Price to Public" specified in the final prospectus with respect to the offering; (B) if this Warrant is exercised after, and not in connection with, the Company's initial public offering of Common Stock and (1) if the Common Stock is listed traded on a national securities exchange or included quoted on the Nasdaq National Stock Market, the fair market value shall be deemed to be the average of the closing price per share prices over a twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock on such date is being determined; or (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii2) if the Common Stock is not listed on a national securities exchange or included quoted on the Nasdaq National MarketStock Market but is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked quotations prices reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock is being determined; (C) if at any time the Common Stock is not listed on any national securities exchange or quoted on the Nasdaq Stock Market or actively traded in the over-the-counter market, the current fair market value of Common Stock shall be the price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a merger, consolidation or other acquisition pursuant to which the holders of Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value (determined in good faith by the Company's Board of Directors (with the agreement of at least one of the directors designated by TVM or Merlin, provided, that designees of TVM and Merlin are directors at such time)) of the securities and other property received by the holders of the Company's Common Stock per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.such merger, consolidation or other acquisition;

Payment of Exercise Price. At the election of any the Holder, the aggregate Exercise Price for any Warrants being exercised may shall be paid: (a) paid in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercisedexercised or, until Warrant Shares are registered for resale pursuant to Section 12: (a) in cash as aforesaid or (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (c) by a surrender to the Company of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned such methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National or Small Cap Market, the reported closing price per share share, excluding after hours trading, of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Marketor Small Cap Market , the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National or Small Cap Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At The Exercise Price may be paid at the -------------------------- Warrantholder's election either (i) by cash, certified or official bank check, or wire transfer of any Holderfunds to an account designated by the Corporation, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the aggregate Exercise Price for any Warrants being exercised may be paidCorporation shall issue Series C Preferred Stock or Common Stock as follows: (A) Prior to the Automatic Conversion Effective Time (as defined in Section 4), the Corporation shall issue Series C Preferred Stock in accordance with the following formula: X = (a) in cash in the amount of the aggregate Exercise Price then in effect for Y)(A-B)/A Where: X = the number of Warrants being exercised, (b) by surrender shares of Series C Preferred Stock to be issued to the Company Warrantholder Y = the number of shares of Series C Preferred Stock requested to be exercised under this Warrant A = the current fair market value of one (1) share of Series C Preferred Stock B = the Exercise Price As used herein, the current fair market value of a share of Series C Preferred Stock shall mean the price per share which the Corporation could obtain from a willing buyer for shares of Series C Preferred Stock, as determined in good faith by the Corporation's Board of Directors, unless the Corporation shall become subject to a merger, acquisition or other consolidation pursuant to which the holders of Series C Preferred Stock receive securities and/or other property in exchange for their Series C Preferred Stock, in which case the fair market value of Series C Preferred Stock shall be deemed to be the value of the securities and other property received by the holders of the Corporation's Series C Preferred Stock per share of Series C Preferred Stock pursuant to such merger, acquisition or other consolidation. (B) Upon and after the Automatic Conversion Effective Time, the Corporation shall issue Common Stock in accordance with the following formula: X = (Y)(A-B)/A Where: X = the number of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to be issued to the aggregate Exercise Price then in effect for Warrantholder Y = the number of Warrants being exercised, shares of Common Stock requested to be exercised under this Warrant A = the fair market value of one (c1) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date B = the Exercise Price As issued herein, current fair market value of Common Stock shall be: mean with respect to each share of Common Stock: (i) if the exercise is in connection with the Corporation's initial public offering of Common Stock, and if the Corporation's Registration Statement relating to such public offering has been declared effective by the SEC, then the initial "Price to Public" specified in the final prospectus with respect to the offering; (ii) if this Warrant is exercised after, and not in connection with, the Corporation's initial public offering of Common Stock and (a) if the Common Stock is listed traded on a national securities exchange or included quoted on the Nasdaq National Stock Market, the fair market value shall be deemed to be the average of the closing price per share prices over a twenty- one (21) day period ending three days before the day the current fair market value of the Common Stock on such date is being determined; or (or, if there was no trading on such date, on the next preceding day on which there was trading); (iib) if the Common Stock is not listed on a national securities exchange or included quoted on the Nasdaq National MarketStock Market but is actively traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid and asked quotations prices reported by the National Quotation Bureau (or similar system) over the twenty-one (21) day period ending three days before the day the current fair market value of the Common Stock is being determined; (iii) if at any time the Common Stock is not listed on any national securities exchange or quoted on the Nasdaq Stock Market or actively traded or in the over-the- counter market, the current fair market value of Common Stock shall be the price per share which the Corporation could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Corporation, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Corporation shall become subject to a merger, acquisition or other consolidation pursuant to which the holders of Common Stock receive securities and/or other property in exchange for their Common Stock, in which case the fair market value of Common Stock shall be deemed to be the value of the securities and other property received by the holders of the Corporation's Common Stock per share of Common Stock as reported by Nasdaq (pursuant to such merger, acquisition or other consolidation. Upon partial exercise of this Warrant, the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for Corporation shall promptly issue an amended Warrant representing the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; remaining number of shares purchasable hereunder. All other terms and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence conditions of such agreementamended Warrant shall be identical to those contained herein, as determined pursuant including, but not limited to arbitration under the auspices of the American Arbitration AssociationEffective Date hereof.

Payment of Exercise Price. At the election of any Holder, the aggregate The entire Exercise Price for any Warrants being exercised may of the Option shall be paid: payable in full at the time of exercise to the extent permitted by applicable statutes and regulations, either: (a) in cash in or by certified or bank check at the amount of time the aggregate Exercise Price then in effect for the number of Warrants being Option is exercised, ; (b) pursuant to a fully-executed agreement providing for the cancellation of indebtedness of the Company to Optionee; (c) pursuant to a promissory note issued by surrender the Optionee to the Company (subject to approval by the Company); (d) by surrender of shares of Common Stock having an aggregate Fair Market Value previously acquired Shares, duly endorsed for transfer to the Company, that (as defined belowi) have been owned by the Optionee for more than six months on the date of surrender or such other period as may be required to avoid a charge to the Company’s earnings, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of Shares to be purchased by the Optionee as to which such Option shall be exercised (“Stock for Stock Exchange”); (e) by written notice of the Optionee’s intention to effect a cashless exercise, including a calculation of the number of Shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a “Cashless Exercise”). In the event of a Cashless Exercise, the Optionee shall surrender this Option for that number of Shares of Common Stock determined by multiplying the number of Shares to which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Market Price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current Market Price per share of Common Stock. For example, if the holder is exercising 1,000 Options with a per Option exercise price of $0.75 per share through a cashless exercise when the Common Stock’s current Market Price per share is $2.00 per share, then upon such Cashless Exercise the holder will receive 625 shares of Common Stock. Market Price is defined as the average of the last reported sale prices on the principal trading market for the Common Stock during the five (5) trading days immediately preceding such date; pursuant to any combination of the foregoing methods of payment; or (f) by such other form of legal consideration and method of payment for the issuance of Shares that may be acceptable to the Committee (e.g., by reduction in the number of Shares otherwise deliverable upon exercise with a Fair Market Value equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was tradingPrice); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At the election of any Holder, the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or by reduction in the number of shares covered thereby, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association.

Payment of Exercise Price. At the election time of any Holderexercise, the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender Optionee shall pay ------------------------- to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq National Market, the closing price per share of Company Common Stock times the number of vested shares of Company Common Stock as to which the Option is being exercised. The Optionee shall make such payment by delivering cash, certified check, or wire transfer, or other payment mechanism mutually agreeable to the Company and the Optionee. If the Option is exercised in full, the Optionee shall surrender this Agreement to the Company for cancellation. If the Option is exercised in part, the Optionee shall surrender this Agreement to the Company so that the Company may make appropriate notation hereon or cancel this Agreement and issue a new agreement representing the unexercised portion of the Option. Subject to Section 8, the Company shall promptly issue and deliver a certificate representing the number of shares of Company Common Stock as to which the Option has been exercised after the Company receives a notice of exercise and upon receipt by the Company of the aggregate exercise price. If the shares of Company Common Stock to be issued upon the exercise of the Option are covered by an effective registration statement under the Securities Act of 1933, as amended, the Option may be exercised by a broker-dealer acting on such date behalf of the Optionee if (ori) the broker-dealer has received from the Optionee or the Company a fully- and duly-endorsed agreement evidencing the Option, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Optionee has delivered its signed instructions to the broker-dealer and the Company directing the Company to deliver the shares of Company Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average to be issued upon exercise of the closing bid Option to the broker-dealer on behalf of the Optionee and asked quotations per share of Common Stock as reported by Nasdaq (or specifying the National Quotation Bureau Incorporated or any similar organization) on account into which such date (orshares should be deposited, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange broker-dealer delivers, or included on has agreed to deliver, to the Nasdaq National Market Company the aggregate exercise price in accordance with the first paragraph of this Section 4, and bid (iv) the broker-dealer and asked quotations are not provided the Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision. The Company agrees to deliver the underlying stock certificates, free and clear of any restrictive legends, registered as designated by Nasdaq (the Optionee or the National Quotation Bureau Incorporated or any similar organization)broker-dealer, as determined by the agreement in time to permit normal-way settlement of a simultaneous exercise of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices Option and sale of the American Arbitration Associationunderlying Company Common Stock.

Payment of Exercise Price. At the election of any Holder, the aggregate Exercise Price for any Warrants being exercised may be paid: (a) in cash in the amount of the aggregate Exercise Price then in effect for the number of Warrants being exercised, (b) by surrender to the Company of shares of Common Stock having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, (c) by a surrender of Warrants covering a number of Warrant Shares having an aggregate Fair Market Value, net of the applicable aggregate Exercise Price therefor, equal to the aggregate Exercise Price then in effect for the number of Warrants being exercised, or (d) by a combination of the aforementioned methods of payment. For purposes of this Agreement, the "Fair Market Value" per share of Common Stock on a given date shall be: (i) if the Common Stock is listed on a national securities exchange or included on the Nasdaq NASDAQ National Market, the closing price per share of Common Stock on such date (or, if there was no trading on such date, on the next preceding day on which there was trading); (ii) if the Common Stock is not listed on a national securities exchange or included on the Nasdaq National Market, the average of the closing bid and asked quotations per share of Common Stock as reported by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization) on such date (or, if there were no quotations for the Common Stock on such date, on the next preceding day on which there were quotations) as provided by such organization; and (iii) if the Common Stock is not traded on a national securities exchange or included on the Nasdaq National Market and bid and asked quotations are not provided by Nasdaq (or the National Quotation Bureau Incorporated or any similar organization), as determined by the agreement of the parties in good faith or, in the absence of such agreement, as determined pursuant to arbitration under the auspices of the American Arbitration Association; provided, that if the Fair Market Value is determined by agreement of the parties or arbitration, such agreement or arbitration determination shall be provided to the Warrant Agent in connection with the exercise of such Warrants.