Common use of WHAT YOU AGREE TO GRANT US Clause in Contracts

WHAT YOU AGREE TO GRANT US. You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant, to subscribe to and to purchase from You that number of fully paid and non-assessable shares of Applicable Preferred Stock equal to the quotient of (a) Forty Thousand Three Hundred Seventy Five Dollars ($40,375) divided by (b) the Exercise Price (as defined below). For purposes of this Warrant, the “Applicable Preferred Stock” shall be Your Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”); provided, however, that in the event the price per share of the Next Round Preferred Stock (as defined below) paid by investors in the Next Round (as defined below) is lower than the original price per share of Your Series B Preferred Stock (i.e., $1.40 per share), the “Applicable Preferred Stock” from and after the closing of the Next Round shall be the Next Round Preferred Stock. For purposes of this Warrant, “Next Round” shall mean the next round of equity financing subsequent to the Effective Date in which at least a total of $10,000,000 of cash proceeds are received from investors, including without limitation an equity financing involving the sale and issuance of Your Series B-1 Preferred Stock. For purposes of this Warrant, the “Next Round Preferred Stock” shall mean the series of Preferred Stock, par value $0.001 per share, which You issue in the Next Round. For the avoidance of doubt, the Next Round Preferred Stock shall include a round of equity financing involving the sale and issuance of Your Series B-1 Preferred Stock. The Exercise Price shall be the lesser of: (i) $1.40 per share (i.e., the original price per share of Your Series B Preferred Stock) and (ii) the price per share of the Next Round Preferred Stock paid by investors in the Next Round. The number and purchase price of such shares are subject to adjustment as provided in Section 4 hereof. The Parties agree that this Warrant to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price of the investment will be allocable to the Warrant and the balance shall be allocable to the Loan Agreement for income tax purposes and the original issue discount on the Loan Agreement shall be considered to be zero.

WHAT YOU AGREE TO GRANT US. You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant, to subscribe to and to purchase from You that number of fully paid and non-assessable shares of Applicable Preferred Stock equal to the quotient of (a) Forty Sixty Thousand Three Seven Hundred Seventy Five Dollars Fifty ($40,37560,750) divided by (b) the Exercise Price (as defined below). Notwithstanding anything contained herein, the Warrant Coverage and Number of Shares shall be adjusted in the event that (i) all or any portion of the Commitment Amount under the Lease Agreement is transferred to the Commitment Amount under the Loan Agreement in connection with that certain Letter Agreement dated January 12, 2007 between You and Us (collectively, the “Transfers”) and (ii) the Transfers exceed $1,350,000 in the aggregate. In the event of that Transfers exceed $1,350,000 in the aggregate, the Warrant Coverage shall be reduced by the product of (a) the aggregate amount of Transfers in excess of $1,350,000, multiplied by (b) 4.5%. For purposes of this Warrant, the “Applicable Preferred Stock” shall be Your Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”); provided, however, that in the event the price per share of the Next Round Preferred Stock (as defined below) paid by investors in the Next Round (as defined below) is lower than the original price per share of Your Series B Preferred Stock (i.e., $1.40 per share), the “Applicable Preferred Stock” from and after the closing of the Next Round shall be the Next Round Preferred Stock. For purposes of this Warrant, “Next Round” shall mean the next round of equity financing subsequent to the Effective Date in which at least a total of $10,000,000 of cash proceeds are received from investors, including without limitation an equity financing involving the sale and issuance of Your Series B-1 Preferred Stock. For purposes of this Warrant, the “Next Round Preferred Stock” shall mean the series of Preferred Stock, par value $0.001 per share, which You issue in the Next Round. For the avoidance of doubt, the Next Round Preferred Stock shall include a round of equity financing involving the sale and issuance of Your Series B-1 Preferred Stock. The Exercise Price shall be the lesser of: (i) $1.40 per share (i.e., the original price per share of Your Series B Preferred Stock) and (ii) the price per share of the Next Round Preferred Stock paid by investors in the Next Round. The number and purchase price of such shares are subject to adjustment as provided in Section 4 hereof. The Parties agree that this Warrant to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price is included as part of the investment leased value and will be allocable to the Warrant and the balance shall be allocable to the Loan Agreement for income tax purposes and the original issue discount on the Loan Lease Agreement shall be considered to be zero.

WHAT YOU AGREE TO GRANT US. You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant, to subscribe to and to purchase from You that number of fully paid and non-assessable shares of Applicable Preferred Stock equal to the quotient of (a) Forty Five Thousand Three Hundred Seventy Five Dollars ($40,37545,000) divided by (b) the Exercise Price (as defined below). For purposes of this Warrant, the “Applicable Preferred Stock” shall be Your Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”); provided, however, that in the event the price per share of the Next Round Preferred Stock (as defined below) paid by investors in the Next Round (as defined below) is lower than the original price per share of Your Series B Preferred Stock (i.e., $1.40 per share), the “Applicable Preferred Stock” from and after the closing of the Next Round shall be the Next Round Preferred Stock. For purposes of this Warrant, “Next Round” shall mean the next round of equity financing subsequent to the Effective Date in which at least a total of $10,000,000 of cash proceeds are received from investors, including without limitation an equity financing involving the sale and issuance of Your Series B-1 Preferred Stock. For purposes of this Warrant, the “Next Round Preferred Stock” shall mean the series of Preferred Stock, par value $0.001 per share, which You issue in the Next Round. For the avoidance of doubt, the Next Round Preferred Stock shall include a round of equity financing involving the sale and issuance of Your Series B-1 Preferred Stock. The Exercise Price shall be the lesser of: (i) $1.40 per share (i.e., the original price per share of Your Series B Preferred Stock) and (ii) the price per share of the Next Round Preferred Stock paid by investors in the Next Round. The number and purchase price of such shares are subject to adjustment as provided in Section 4 hereof. The Parties agree that this Warrant to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price is included as part of the investment leased value and will be allocable to the Warrant and the balance shall be allocable to the Loan Agreement for income tax purposes and the original issue discount on the Loan Lease Agreement shall be considered to be zero.

WHAT YOU AGREE TO GRANT US. You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant, to subscribe to and to purchase from You that number of fully paid and non-assessable shares of Applicable Preferred Stock equal to the quotient of (a) Forty Sixty Thousand Three Seven Hundred Seventy Five Fifty Dollars ($40,375) 60,750), divided by (b) the Exercise Price (as defined below). Notwithstanding anything contained herein, the Warrant Coverage and Number of Shares shall be adjusted in the event all or any portion of the Commitment Amount under the Lease Agreement (up to a maximum aggregate amount of $1,350,000) is transferred to the Commitment Amount under the Plain English Growth Capital Loan and Security Agreement dated January 12, 2007 (the “Loan Agreement”) pursuant to that certain Letter Agreement dated January 12, 2007 between You and Us. In the event of a Commitment Amount transfer described in the preceding sentence, the Warrant Coverage shall be reduced by the product of (a) the lesser of (i) the aggregate amount of funds transferred from the Commitment Amount under the Lease Agreement to the Commitment Amount under the Loan Agreement and (ii) $1,350,000, multiplied by (b) 4.5%. For purposes of this Warrant, the “Applicable Preferred Stock” shall be Your Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”); provided, however, that in the event the price per share of the Next Round Preferred Stock (as defined below) paid by investors in the Next Round (as defined below) is lower than the original price per share of Your Series B Preferred Stock (i.e., $1.40 per share), the “Applicable Preferred Stock” from and after the closing of the Next Round shall be the Next Round Preferred Stock. For purposes of this Warrant, “Next Round” shall mean the next round of equity financing subsequent to the Effective Date in which at least a total of $10,000,000 of cash proceeds are received from investors, including without limitation an equity financing involving the sale and issuance of Your Series B-1 Preferred Stock. For purposes of this Warrant, the “Next Round Preferred Stock” shall mean the series of Preferred Stock, par value $0.001 per share, which You issue in the Next Round. For the avoidance of doubt, the Next Round Preferred Stock shall include a round of equity financing involving the sale and issuance of Your Series B-1 Preferred Stock. The Exercise Price shall be the lesser of: (i) $1.40 per share (i.e., the original price per share of Your Series B Preferred Stock) and (ii) the price per share of the Next Round Preferred Stock paid by investors in the Next Round. The number and purchase price of such shares are subject to adjustment as provided in Section 4 hereof. The Parties agree that this Warrant to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price is included as part of the investment leased value and will be allocable to the Warrant and the balance shall be allocable to the Loan Agreement for income tax purposes and the original issue discount on the Loan Lease Agreement shall be considered to be zero.

WHAT YOU AGREE TO GRANT US. You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this WarrantWarrant Agreement, to subscribe to for and to purchase from You that 192,307 fully paid and non-assessable shares of Your Series B Preferred Stock at a purchase price per share equal to the “Exercise Price” as defined below. In addition, as set forth in the section entitled “Warrant Coverage” above, for each Advance under the Loan Agreement in excess of initial Advances totaling $5,000,000, You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to subscribe for and to purchase from You an additional number of fully paid and non-assessable shares of Applicable Preferred Stock equal to the quotient of (a) Forty Thousand Three Hundred Seventy Five Dollars ($40,375) divided by (b) the Exercise Price (as defined below). For purposes of this Warrant, the “Applicable Preferred Stock” shall be Your Series B Preferred Stock, par value $0.001 per share (the “Series B Preferred”); provided, however, that in the event the Stock at a purchase price per share equal to the Exercise Price. The total number of the Next Round Preferred Stock (as defined below) paid by investors in the Next Round (as defined below) is lower than the original price per share additional shares of Your Series B Preferred Stock shall be calculated as the quotient of (i.e., $1.40 per share), x) the “Applicable Preferred Stock” from and after product of (a) the closing amount of the Next Round shall be Advances under the Next Round Preferred Stock. For purposes Loan Agreement in excess of this Warrantinitial Advances totaling $5,000,000 and (b) five percent (5%) and (y) $1.30, “Next Round” shall mean the next round of equity financing subsequent with such quotient rounded down to the Effective Date in which at least a total nearest whole share of $10,000,000 of cash proceeds are received from investors, including without limitation an equity financing involving the sale and issuance of Your Series B-1 Preferred Stock. For purposes of this Warrant, the “Next Round Preferred Stock” shall mean the series of Preferred Stock, par value $0.001 per share, which You issue in the Next Round. For the avoidance of doubt, the Next Round Preferred Stock shall include a round of equity financing involving the sale and issuance of Your Series B-1 B Preferred Stock. The “Exercise Price” shall equal $1.30 or, in the event the per share price of Your next round of preferred stock equity financing is less than $1.30, then the Exercise Price shall be equal to the lesser of: product of (ia) $1.40 per 1.217 and (b) the conversion price of a share (i.e.of Series B Preferred Stock as determined pursuant to the weighted-average antidilution protection accorded to all holders of Series B Preferred Stock in Your Amended and Restated Certificate of Incorporation, as amended from time to time, with such exercise price rounded up to the nearest whole cent. In either event, the original price per share Number of Shares shall be determined by the quotient of (x) the Warrant Coverage and (y) $1.30, and shall not exceed 384,614. Notwithstanding the above, in the event all outstanding principal and interest under the Loan Agreement is indefeasibly paid in full on or before May 5, 2009, and We have not previously exercised Our rights under this Warrant Agreement, then the Warrant Coverage percentage shall be reduced by one percent (1%) to equal a total Warrant Coverage percentage of four percent (4%) and the Warrant Coverage and Number of Shares shall be adjusted accordingly. Your Series B Preferred Stock is sometimes referred to in this Warrant Agreement as “Warrant Stock) and (ii) the price per share of the Next Round Preferred Stock paid by investors in the Next Round”. The number and purchase price of such shares are subject to adjustment as provided in Section 4 hereof. The Parties agree that this Warrant Agreement to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price of the investment will be allocable to the Warrant Agreement and the balance shall be allocable to the Loan Agreement for income tax purposes and the original issue discount on the Loan Agreement shall be considered to be zero.