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

Right to Convert Warrant Into Stock Net Issuance. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder may elect to exercise this Warrant with respect to then Vested Shares (the "CONVERSION RIGHT"), the aggregate value of which Vested Shares shall be equal to the "in-the-money" value of this Warrant or the portion thereof being converted as set forth below. 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 Vested Shares computed using the following formula: X= Y (A-B) ---------- A Where: X The number of Vested Shares to be issued to the Holder. Y The number of Vested Shares representing the portion of this Warrant that is being converted. A The fair market value of one Share. B The Exercise Price (as adjusted to the date of such calculations). For purposes of this Section 2.2, the "fair market value" per Share shall mean the market price of one share of Common Stock 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 Nasdaq Stock Market (the "NASDAQ MARKET"), the market price as of a specified day shall be the last reported sale price of one share of Common Stock on such exchange or on the Nasdaq Market 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 Nasdaq Market. 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 for one share of Common Stock reported on such date (x) by the 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 asked prices are not reported, the 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. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder may elect to exercise this Warrant with respect to then Vested Shares (the "CONVERSION RIGHT"), the aggregate value of which Vested Shares shall be equal to the "in-the-money" value of this Warrant or the portion thereof being converted as set forth below. 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 Vested Shares computed using the following formula: X= X = Y (A-B) ---------- ------- A Where: X The number of Vested Shares to be issued to the Holder. Y The number of Vested Shares representing the portion of this Warrant that is being converted. A The fair market value of one Share. B The Exercise Price (as adjusted to the date of such calculations). For purposes of this Section 2.2, the "fair market value" per Share shall mean the market price of one share of Common Stock 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 Nasdaq Stock Market (the "NASDAQ MARKET"), the market price as of a specified day shall be the last reported sale price of one share of Common Stock on such exchange or on the Nasdaq Market 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 Nasdaq Market. 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 for one share of Common Stock reported on such date (x) by the 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 asked prices are not reported, the 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. In addition to and without limiting the rights of the Holder under the terms of this Warrant, the Holder may elect to exercise convert this Warrant with respect to then Vested Shares or any portion thereof (the "CONVERSION RIGHTConversion Right"), the aggregate value of which Vested Shares shall be equal but only to the "in-the-money" value extent that the Holder then has a right to exercise this Warrant, into shares of this Warrant or the portion thereof being converted Common Stock, as set forth below. 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 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 the number of Vested Shares shares of the Company's Common Stock computed using the following formula: X= Y (AY(A-B) ---------- ------ A Where: X The number of Vested Shares shares of Common Stock to be issued to the Holder. Y The number of Vested Shares shares of Common Stock representing the portion of this Warrant that is being converted. A The fair market value of one Shareshare of the Company's Common Stock. B The Exercise Price (as adjusted to the date of such calculations). For purposes of this Section 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 Nasdaq Stock National Market System (the "NASDAQ MARKETNational Market System") of the National Association of Securities Dealers Automated Quotations System (the "NASDAQ"), the market price Market Price as of a specified day shall be the last reported sale price of one share of the Common Stock on such exchange or on the Nasdaq 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 Nasdaq MarketNational Market System. 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 NASD 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 asked ask prices are not reported, the market price of one share of Common Stock 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.