Common use of Right to Convert Warrant Into Stock Net Issuance Clause in Contracts

Right to Convert Warrant Into Stock Net Issuance. (i) In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Common Stock, the aggregate value of which shares shall be equal to the value of this Warrant or the portion thereof being converted. The Conversion Right may be exercised by the holder by surrender of this Warrant at the principal office of the Company together with notice of the holder's intention to exercise the Conversion Right, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock computed using the following formula: X= Y(A-B) ------ A Where: X The number of shares of Common Stock to be issued to the holder. Y The number of shares of Common Stock representing the portion of this Warrant that is being converted. A The fair market value of one share of the Company's Common Stock. B The Exercise Price (as adjusted to the date of such calculations). (ii) For purposes of this Section 2(b), the "fair market value" per share of the Company's Common Stock shall mean, the average daily Market Price (as defined below) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading, except that if no class of the Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the Market Price as of a specified day shall be the last reported sale price of the Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the NASDAQ or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price as of a specified day shall be determined in good faith by written resolution of the Board of Directors of the Company.

Right to Convert Warrant Into Stock Net Issuance. (i) In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder may elect to convert exercise this Warrant or any portion thereof with respect to then Vested Shares (the "Conversion RightCONVERSION RIGHT") into shares of Common Stock), the aggregate value of which shares Vested Shares shall be equal to the "in-the-money" value of this Warrant or the portion thereof being convertedconverted as set forth below. The Conversion Right may be exercised by the holder Holder by surrender of this Warrant at the principal office of the Company together with notice of the holderHolder's intention to exercise the Conversion Right, in which event the Company shall issue to the holder Holder a number of shares of the Company's Common Stock Vested Shares computed using the following formula: X= Y(AY (A-B) ------ ---------- A Where: X The number of shares of Common Stock Vested Shares to be issued to the holderHolder. Y The number of shares of Common Stock Vested Shares representing the portion of this Warrant that is being converted. A The fair market value of one share of the Company's Common StockShare. B The Exercise Price (as adjusted to the date of such calculations). (ii) . For purposes of this Section 2(b)2.2, the "fair market value" per Share shall mean the market price of one share of the Company's Common Stock shall mean, the average daily Market Price (as defined below) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading, except that if no class of the Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. If the Common Stock is then traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Nasdaq Stock Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQNASDAQ MARKET"), the Market Price market price as of a specified day shall be the last reported sale price of the one share of Common Stock on such exchange or on the National Nasdaq Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market SystemNasdaq Market. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price market price as of a specified day shall be the mean of the last bid and asked prices for one share of Common Stock reported on such date (x) by the NASDAQ NASD or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask asked prices are not reported, the Market Price market price of one share of Common Stock as of a specified day shall be determined in good faith by written resolution of the Board of Directors of the Company.

Right to Convert Warrant Into Stock Net Issuance. (i) In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Common Stock, the aggregate value of which shares shall be equal to the value of this Warrant or the portion thereof being converted. The Conversion Right may be exercised by the holder by surrender of this Warrant at the principal office of the Company together with notice of the holder's intention to exercise the Conversion Right, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock computed using the following formula: X= Y(A-B) ------ -------- A Where: X The number of shares of Common Stock to be issued to the holder. Y The number of shares of Common Stock representing the portion of this Warrant that is being converted. A The fair market value of one share of the Company's Common Stock. B The Exercise Price (as adjusted to the date of such calculations). (ii) For purposes of this Section 2(b), the "fair market value" per share of the Company's Common Stock shall mean, the average daily Market Price (as defined below) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading, except that if no class of the Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the Market Price as of a specified day shall be the last reported sale price of the Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the NASDAQ or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price as of a specified day shall be determined in good faith by written resolution of the Board of Directors of the Company.

Right to Convert Warrant Into Stock Net Issuance. (ia) In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common StockShares, the aggregate value of which shares Shares shall be equal to the value of this Warrant or the portion thereof being converted. The Conversion Right may be exercised by the holder by surrender of this Warrant at the principal office of the Company together with notice of the holder's ’s intention to exercise the Conversion Right, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock Shares computed using the following formula: X= Y(A-X = Y (A - B) ------ A Where: X = The number of shares of Common Stock Shares to be issued to the holder. Y = The number of shares of Common Stock representing the portion of Shares purchasable under this Warrant that is being convertedsubject to the exercise election. A = The fair market value of one share of the Company's Common StockShare. B The = Exercise Price (as adjusted to the date of such calculations). (iib) For purposes of this Section 2(b)2.3, the "“fair market value" ” per share of Share shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon the IPO, and if the Company's Common Stock shall mean’s registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, then the average daily Market initial “Price to Public” specified in the final prospectus with respect to such offering; or (as defined belowii) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of If the Conversion RightRight is not exercised in connection with and contingent upon the IPO, on which the national securities exchanges were open for trading, except that if no class of the Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. as follows: (A) If the Common Company’s Preferred Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ")Nasdaq Stock Market, the Market Price as of a specified day fair market value shall be the average of the last reported sale price prices of the Common Preferred Stock on such exchange or on the National Market System on Nasdaq Stock Market, whichever is applicable, for the last ten (10) trading days (or all such trading days such Preferred Stock has been traded if fewer than 10 trading days) before the effective date of exercise of the Conversion Right or if no such sale is made on any such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. Nasdaq Stock Market; (B) If the Common Preferred Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day fair market value shall be the mean average of the means of the last bid and asked prices reported on the last ten (10) trading days (or all such trading days such Preferred Stock has been traded if fewer than 10 trading days) before the date of the election; and (xC) by the NASDAQ or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Preferred Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as of a specified day such price shall be determined in good faith by written resolution mutual agreement of the Board Company and the holder of Directors of the Companythis Warrant.

Right to Convert Warrant Into Stock Net Issuance. (ia) In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Common Stock, the aggregate value of which shares shall be equal to the value of this Warrant or the portion thereof being converted. The Conversion Right may be exercised by the holder by surrender of this Warrant at the principal office of the Company together with notice of the holder's intention to exercise the Conversion Right, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock computed using the following formula: X= Y(A-B) ------ X = -------- A Where: X = The number of shares of Common Stock to be issued to the holder. Y = The number of shares of Common Stock representing the portion of purchasable under this Warrant that is being convertedsubject to the exercise election. A = The fair market value of one share of the Company's Common Stock. B The = Exercise Price (as adjusted to the date of such calculations)Price. (iib) For purposes of this Section 2(b)2.3, the "fair market value" per share of the Company's Common Stock shall mean, the average daily Market Price : (as defined belowi) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of If the Conversion RightRight is exercised in connection with and contingent upon the Company's initial public offering, on which and if the national securities exchanges were open for tradingCompany's registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, except that if no class of then the Common Stock is then listed or admitted initial "Price to trading on any national securities exchange or quoted Public" specified in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of final prospectus with respect to such offering; or (ii) If the Conversion Right. Right is not exercised in connection with and contingent upon the Company's initial public offering, then as follows: (A) If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the Market Price as of a specified day fair market value shall be the average of the last reported sale price prices of the Common Stock on such exchange or on the Nasdaq National Market System on the last ten (10) trading days (or all such trading days such Common Stock has been traded if fewer than 10 trading days) before the effective date of exercise of the Conversion Right or if no such sale is made on any such day, the mean of the closing bid and asked prices for such day on such exchange or on the Nasdaq National Market System. Market; (B) If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day fair market value shall be the mean average of the means of the last bid and asked prices reported on the last ten (10) trading days (or all such trading days such Common Stock has been traded if fewer than 10 trading days) before the date of the election (x1) by the NASDAQ Nasdaq Stock Market or (y2) if reports are unavailable under clause (x1) above above, by the National Quotation Bureau Incorporated. ; and (C) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask asked prices are not reported, the Market Price fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as of a specified day such price shall be determined in good faith by written resolution mutual agreement of the Board Company and the holder of Directors of the Companythis Warrant.

Right to Convert Warrant Into Stock Net Issuance. (ia) In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common StockShares, the aggregate value of which shares Shares shall be equal to the value of this Warrant or the portion thereof being converted. The Conversion Right may be exercised by the holder by surrender of this Warrant at the principal office of the Company together with notice of the holder's ’s intention to exercise the Conversion Right, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock Shares computed using the following formula: X= Y(AX = Y (A-B) ------ A Where: X = The number of shares of Common Stock Shares to be issued to the holder. Y = The number of shares of Common Stock representing the portion of Shares purchasable under this Warrant that is being convertedsubject to the exercise election. A = The fair market value of one share of the Company's Common StockShare. B The = Exercise Price (as adjusted to the date of such calculations). (iib) For purposes of this Section 2(b)2.3, the "“fair market value" ” per share of Share shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon the IPO, and if the Company's Common Stock shall mean’s registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, then the average daily Market initial “Price to Public” specified in the final prospectus with respect to such offering; or (as defined belowii) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of If the Conversion RightRight is not exercised in connection with and contingent upon the IPO, on which the national securities exchanges were open for trading, except that if no class of the Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. as follows: (A) If the Common Company’s Preferred Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ")Nasdaq Stock Market, the Market Price as of a specified day fair market value shall be the average of the last reported sale price prices of the Common Preferred Stock on such exchange or on the National Market System on Nasdaq Stock Market, whichever is applicable, for the last ten (10) trading days (or all such trading days such Preferred Stock has been traded if fewer than 10 trading days) before the effective date of exercise of the Conversion Right or if no such sale is made on any such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. Nasdaq Stock Market; (B) If the Common Preferred Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day fair market value shall be the mean average of the means of the last bid and asked prices reported on the last ten (10) trading days (or all such trading days such Preferred Stock has been traded if fewer than 10 trading days) before the date of the election; and (xC) by the NASDAQ or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Preferred Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as of a specified day such price shall be determined in good faith by written resolution mutual agreement of the Board Company and the holder of Directors of the Companythis Warrant.

Right to Convert Warrant Into Stock Net Issuance. (i) In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder may elect to convert this Warrant or any portion thereof (the "Conversion Right") ), but only to the extent that the Holder then has a right to exercise this Warrant, into shares of Common Stock, the aggregate value of which shares shall be equal to the value of this Warrant or the portion thereof being convertedas set forth below. The Conversion Right may be exercised by the holder Holder by surrender of this Warrant at the principal office of the Company together with notice of the holderHolder's intention to exercise the Conversion RightRight (as indicated in the form attached as Exhibit A) and the investment representation certificate in the form attached as Exhibit B duly executed, in which event the Company shall issue to the holder a Holder the number of shares of the Company's Common Stock computed using the following formula: X= Y(A-B) ------ A Where: X The number of shares of Common Stock to be issued to the holderHolder. Y The number of shares of Common Stock representing the portion of this Warrant that is being converted. A The fair market value of one share of the Company's Common Stock. B The Exercise Price (as adjusted to the date of such calculations). (ii) . For purposes of this Section 2(b)2.2, the "fair market value" per share of the Company's Common Stock shall mean, the average daily Market Price (as defined below) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading, except that if no class of the Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the Market Price as of a specified day shall be the last reported sale price of the Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the NASDAQ or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price as of a specified day shall be the price the Company would obtain from a willing third party buyer as determined in good faith by written resolution of the Board of Directors of the CompanyCompany and communicated in writing to Holder upon Holder's written request.

Right to Convert Warrant Into Stock Net Issuance. (ia) In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Common Stock, the aggregate value of which shares shall be equal to the value of this Warrant or the portion thereof being converted. The Conversion Right may be exercised by the holder by surrender of this Warrant at the principal office of the Company together with notice of the holder's intention to exercise the Conversion Right, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock computed using the following formula: X= Y(A-B) X = ------ A Where: X = The number of shares of Common Stock to be issued to the holder. Y = The number of shares of Common Stock representing the portion of purchasable under this Warrant that is being convertedsubject to the exercise election. A = The fair market value of one share of the Company's Common Stock. B The = Exercise Price (as adjusted to the date of such calculations)Price. (iib) For purposes of this Section 2(b)2.3, the "fair market value" per share of the Company's Common Stock shall mean, the average daily Market Price : (as defined belowi) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of If the Conversion RightRight is exercised in connection with and contingent upon the Company's initial public offering, on which and if the national securities exchanges were open for tradingCompany's registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, except that if no class of then the Common Stock is then listed or admitted initial "Price to trading on any national securities exchange or quoted Public" specified in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of final prospectus with respect to such offering; or (ii) If the Conversion Right. Right is not exercised in connection with and contingent upon the Company's initial public offering, then as follows: (A) If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the Market Price as of a specified day fair market value shall be the average of the last reported sale price prices of the Common Stock on such exchange or on the Nasdaq National Market System on the last ten (10) trading days (or all such trading days such Common Stock has been traded if fewer than 10 trading days) before the effective date of exercise of the Conversion Right or if no such sale is made on any such day, the mean of the closing bid and asked prices for such day on such exchange or on the Nasdaq National Market System. Market; (B) If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day fair market value shall be the mean average of the means of the last bid and asked prices reported on the last ten (10) trading days (or all such trading days such Common Stock has been traded if fewer than 10 trading days) before the date of the election (x1) by the NASDAQ Nasdaq Stock Market or (y2) if reports are unavailable under clause (x1) above above, by the National Quotation Bureau Incorporated. ; and (C) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask asked prices are not reported, the Market Price fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as of a specified day such price shall be determined in good faith by written resolution mutual agreement of the Board Company and the holder of Directors of the Companythis Warrant.

Right to Convert Warrant Into Stock Net Issuance. (ia) In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to convert this Warrant or any portion thereof (the "Conversion Right") into shares of Common Stock, the aggregate value of which shares shall be equal to the value of this Warrant or the portion thereof being converted. The Conversion Right may be exercised by the holder by surrender of this Warrant at the principal office of the Company together with notice of the holder's intention to exercise the Conversion Right, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock computed using the following formula: X= Y(A-B) ------ X - ------- A Where: X = The number of shares of Common Stock to be issued to the holder. Y = The number of shares of Common Stock representing the portion of purchasable under this Warrant that is being convertedWarrant. A = The fair market value of one share of the Company's Common Stock. B The = Exercise Price (as adjusted to the date of such calculationscalculation). (iib) For purposes of this Section 2(b)2.3, the "fair market value" per share of the Company's Common Stock shall mean, the average daily Market Price : (as defined belowi) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of If the Conversion RightRight is exercised in connection with and contingent upon the Company's initial public offering, on which and if the national securities exchanges were open for tradingCompany's registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, except that if no class of then the Common Stock is then listed or admitted initial "Price to trading on any national securities exchange or quoted Public" specified in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of final prospectus with respect to such offering; or (ii) If the Conversion Right. Right is not exercised in connection with and contingent upon the Company's initial public offering, then as follows: (A) If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the Market Price as of a specified day shall be the last reported sale price of the Common The NASDAQ Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the NASDAQ or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price as of a specified day shall be determined in good faith by written resolution of the Board of Directors of the Company.Market

Right to Convert Warrant Into Stock Net Issuance. (i) In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder may elect to convert exercise this Warrant or any portion thereof with respect to then Vested Shares (the "Conversion RightCONVERSION RIGHT") into shares of Common Stock), the aggregate value of which shares Vested Shares shall be equal to the "in-the-money" value of this Warrant or the portion thereof being convertedconverted as set forth below. The Conversion Right may be exercised by the holder Holder by surrender of this Warrant at the principal office of the Company together with notice of the holderHolder's intention to exercise the Conversion Right, in which event the Company shall issue to the holder Holder a number of shares of the Company's Common Stock Vested Shares computed using the following formula: X= Y(AX = Y (A-B) ------ ------- A Where: X The number of shares of Common Stock Vested Shares to be issued to the holderHolder. Y The number of shares of Common Stock Vested Shares representing the portion of this Warrant that is being converted. A The fair market value of one share of the Company's Common StockShare. B The Exercise Price (as adjusted to the date of such calculations). (ii) . For purposes of this Section 2(b)2.2, the "fair market value" per Share shall mean the market price of one share of the Company's Common Stock shall mean, the average daily Market Price (as defined below) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of the Conversion Right, on which the national securities exchanges were open for trading, except that if no class of the Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. If the Common Stock is then traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Nasdaq Stock Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQNASDAQ MARKET"), the Market Price market price as of a specified day shall be the last reported sale price of the one share of Common Stock on such exchange or on the National Nasdaq Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market SystemNasdaq Market. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price market price as of a specified day shall be the mean of the last bid and asked prices for one share of Common Stock reported on such date (x) by the NASDAQ NASD or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask asked prices are not reported, the Market Price market price of one share of Common Stock as of a specified day shall be determined in good faith by written resolution of the Board of Directors of the Company.

Right to Convert Warrant Into Stock Net Issuance. (ia) In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder may elect to convert this Warrant or any portion thereof (the "“Conversion Right"”) into shares of Common StockShares, the aggregate value of which shares Shares shall be equal to the value of this Warrant or the portion thereof being converted. The Conversion Right may be exercised by the holder by surrender of this Warrant at the principal office of the Company together with notice of the holder's ’s intention to exercise the Conversion Right, in which event the Company shall issue to the holder a number of shares of the Company's Common Stock Shares computed using the following formula: X= X = Y(A-B) ------ A Where: X = The number of shares of Common Stock Shares to be issued to the holder. Y = The number of shares of Common Stock representing the portion of Shares purchasable under this Warrant that is being convertedsubject to the exercise election. A = The fair market value of one share of the Company's Common StockShare. B The = Exercise Price (as adjusted to the date of such calculations). (iib) For purposes of this Section 2(b)2.3, the "“fair market value" ” per share of Share shall mean: (i) If the Conversion Right is exercised in connection with and contingent upon the IPO, and if the Company's Common Stock shall mean’s registration statement relating to such offering has been declared effective by the Securities and Exchange Commission, then the average daily Market initial “Price to Public” specified in the final prospectus with respect to such offering; or (as defined belowii) during the period of the most recent 20 days, ending on the last business day before the effective date of exercise of If the Conversion RightRight is not exercised in connection with and contingent upon the IPO, on which the national securities exchanges were open for trading, except that if no class of the Common Stock is then listed or admitted to trading on any national securities exchange or quoted in the over-counter market, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. as follows: (A) If the Common Company’s Preferred Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the "National Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ")Nasdaq Stock Market, the Market Price as of a specified day fair market value shall be the average of the last reported sale price prices of the Common Preferred Stock on such exchange or on the National Market System on Nasdaq Stock Market, whichever is applicable, for the last ten (10) trading days (or all such trading days such Preferred Stock has been traded if fewer than 10 trading days) before the effective date of exercise of the Conversion Right or if no such sale is made on any such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. Nasdaq Stock Market; (B) If the Common Preferred Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day fair market value shall be the mean average of the means of the last bid and asked prices reported on the last ten (10) trading days (or all such trading days such Preferred Stock has been traded if fewer than 10 trading days) before the date of the election; and (xC) by the NASDAQ or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Preferred Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price fair market value shall be the price per share which the Company could obtain from a willing buyer for shares sold by the Company from authorized but unissued shares, as of a specified day such price shall be determined in good faith by written resolution mutual agreement of the Board Company and the holder of Directors of the Companythis Warrant.