Common use of Conversion of Warrant Clause in Contracts

Conversion of Warrant. The Holder shall also have the right (the "Conversion Right") to convert all or any portion of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i) the "Aggregate Warrant Spread" as of the date the Conversion Right is exercised, by (ii) the "Market Price of the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time to time prior to expiration of this Warrant by surrendering this Warrant with the Conversion Form attached hereto as Exhibit B filled-in and duly executed by such Holder or by such Holder's duly authorized attorney to the Company at its principal office. For purposes of this Section 2, the "Aggregate Warrant Spread" of all or a portion of this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2, the "Market Price of the Common Stock" as of a particular date shall equal: (i) if the Common Stock is traded on an exchange or is quoted on either the Nasdaq National Market or Small-Cap Market, then the average of the closing or last sale prices, respectively, reported for the ten (10) trading days immediately preceding such date, or (ii) if the Common Stock is not traded on an exchange, the Nasdaq National Market, or the Nasdaq Small-Cap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the ten (10) trading days immediately preceding such date.

Conversion of Warrant. (a) The Holder shall also have the right (the "Conversion Right") at any time when this Warrant may be exercised to convert all or any portion of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i) the "Aggregate Warrant Spread" as of the date the Conversion Right is exercised, by (ii) the "Market Price of the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time to time prior to expiration of that this Warrant is exercisable pursuant to Section 1 above, by surrendering this Warrant with the Conversion Form attached hereto as Exhibit B filled-in and duly executed by such Holder or by such Holder's duly authorized attorney to the Company at its principal office. . (b) For purposes of this Section 23, the "Aggregate Warrant Spread" of all or a portion of this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2Warrant, the "Market Price of the Common Stock" as of a particular date shall equal: (i) if the Common Stock is traded on an exchange or is quoted on either the Nasdaq National Market or Small-Cap Market, then the average of the closing or last sale prices, respectively, reported for the ten (10) trading days immediately preceding such date, or (ii) if the Common Stock is not traded on an exchange, the Nasdaq National Market, or the Nasdaq Small-Cap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the ten (10) trading days immediately preceding such date.

Conversion of Warrant. The Holder shall also have the right (the "Conversion Right"a) to convert all This Warrant may be exercised, in whole or any portion in part, upon surrender of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i) the "Aggregate Warrant Spread" as of the date the Conversion Right is exercisedCompany, by (ii) the "Market Price of the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time to time prior to expiration of this Warrant by surrendering this Warrant together with the Conversion Form Election to Exchange or Exercise attached hereto as Exhibit B filled-A (the “Election”) duly completed and executed with “Exercise” selected as the mode of conversion, and upon payment to the Company of the Exercise Price for the number of shares of Warrant Stock in respect of which this Warrant is then being exercised (an “Exercise”). In whole or in part in lieu of an Exercise, Holder may convert this Warrant on a cashless basis by so indicating in the Election and duly executed by such Holder or by such Holder's duly authorized attorney proceeding in accordance with the remainder of this Section 1.3 (an “Exchange”). In each above case, ▇▇▇▇▇▇ shall surrender this Warrant to the Company at its then principal office. For purposes of this Section 2offices, together with the Election duly completed and executed. (b) Upon an Exchange, the "Aggregate Holder shall receive shares of Warrant Spread" Stock such that, without the payment of all or a portion of any funds, the Holder shall surrender this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by in exchange for the number of shares of Common Warrant Stock purchasable upon exercise of all or such portion of this Warrant on such dateequal to “X” (as defined below), minus computed using the following formula: Y * (iiA-B) the Exercise Price multiplied by X = Where X = the number of shares of Common Warrant Stock purchasable upon exercise to be issued to Holder Y = the number of all or such portion shares of Warrant Stock to be converted under this Warrant on A = the Fair Market Value of one Warrant Share B = the Exchange Price (as adjusted to the date of such date. calculations) * = multiplied by (c) For purposes of this Section 2Warrant, the "“Fair Market Price Value” of the Common Stock" as of a particular date one Warrant Share shall equal: be (i) if the Common Stock is traded Company’s securities become listed on an exchange a national or is quoted on either the Nasdaq National Market or Small-Cap Marketinternational stock exchange, then the average of closing sale price reported on such exchange for such listed securities during the closing or last sale prices, respectively, reported for 90-trading day period immediately prior to the ten (10) trading days immediately preceding such datedate Holder delivers its Election to the Company, or (ii) if the Common Stock is not Company’s securities are traded on an exchangeover-the-counter, the Nasdaq National Marketaverage of bid and ask price for such securities over the 90-trading day period immediately prior to the day Holder delivers its Election to the Company, in each case of (i) and (ii), above, if the shares of Warrant Stock are convertible into such listed or the Nasdaq Small-Cap Market but is traded in the local over-the-counter markettraded securities other than on a one-to-one basis, then multiplied by the average ratio at which one Warrant Share converts into such other security. If the Company’s securities are not listed or traded as contemplated in clauses (i) or (ii), above, the Fair Market Value of the mid-points between Warrant Stock shall be the highest bid and lowest asked quotations for each price per Warrant Share which the Company could obtain from a willing buyer of shares of Warrant Stock sold by the Company from its authorized but unissued Shares, initially as the Board of Directors of the ten Company (10“Board”) trading shall determine in its reasonable good faith judgment, subject to Holder’s valuation rights below, but in no event less than the price to which a holder of Warrant Stock would be entitled based on a valuation of the Company as a going concern and the application of the rights, preferences and privileges of the Company’s outstanding securities as set forth in the Company’s Constitutional Documents, without discount for minority, control or lack of marketability. If the Warrant is to be converted in connection with an Acquisition, the Fair Market Value of a Warrant Share shall be based on the enterprise value specified or implied in such Acquisition and shall be the greater of (A) the value attributable to the Warrant Stock and (B) the value attributable to the Company securities into which the shares of Warrant Stock are (or may be) convertible (but subject to Holder’s conversion directly into such other Company securities). (b) In the event that Holder converts this Warrant in connection with a transaction in which shares of the same class and series as the Warrant Stock are converted into another security, Holder may effect a conversion directly into such other security. (c) Subject to Section 2 hereof, upon delivery of the duly completed and executed Election, the Company shall issue and deliver within four (4) business days immediately preceding to Holder or such dateother person as Holder may designate in writing a certificate or certificates or other legal evidence of Holder’s ownership of the number of shares of Warrant Stock so acquired upon the conversion of this Warrant. Such certificate(s) or other legal evidence shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a stockholder of the Company and a holder of record of such shares of Warrant Stock as of the date the Election is delivered to the Company, provided, however, Holder’s admission as a stockholder shall be subject to Holder’s execution and delivery of such agreements as may be required of all stockholders or of an accession or similar agreement by which Holder agrees to be bound by such agreements. If this Warrant is converted in part, a new warrant substantially identical to this Warrant for the number of Shares not converted shall be promptly executed and delivered to Holder by the Company.

Conversion of Warrant. The (a) In lieu of exercising its rights under Section 1 hereof, the Holder shall also have the right (the "Conversion Right") to convert all or any portion of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i) the "Aggregate Warrant Spread" as of the close of business on the date the Conversion Right is exercised, by (ii) the "Market Price of the Common Stock" as of the close of business on the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time to time prior to expiration of this Warrant by surrendering this Warrant with the Conversion Form attached hereto as Exhibit B filled-in completed and duly executed by such Holder or by such Holder's duly authorized attorney to the Company at its principal office. . (b) For purposes of this Section 2, the "Aggregate Warrant Spread" of all or a portion of this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2, the "Market Price of the Common Stock" as of a particular date shall equal: (i) if the Common Stock is traded on an exchange or is quoted on either the Nasdaq National Market or Small-Cap Market, then the average of the closing or last sale prices, respectively, reported for the ten (10) 10 trading days immediately preceding such date, or (ii) if the Common Stock is not traded on an exchange or on the Nasdaq National Market but is traded on the Nasdaq SmallCap Market, then the average of the mid-points between the closing bid and asked prices reported for the 10 trading days immediately preceding such date, or (iii) if the Common Stock is not traded on an exchange, the Nasdaq National Market, or the Nasdaq Small-Cap SmallCap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the ten (10) 10 trading days immediately preceding such date.

Conversion of Warrant. The Holder shall also have the right (the "Conversion Right"a) to convert all This Warrant may be exercised, in whole or any portion in part, upon surrender of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i) the "Aggregate Warrant Spread" as of the date the Conversion Right is exercisedCompany, by (ii) the "Market Price of the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time to time prior to expiration of this Warrant by surrendering this Warrant together with the Conversion Form Election to Exchange or Exercise attached hereto as Exhibit B filled-A (the “Election”) duly completed and executed with “Exercise” selected as the mode of conversion, and upon payment to the Company of the Exercise Price for the number of shares of Warrant Stock in respect of which this Warrant is then being exercised (an “Exercise”). In whole or in part in lieu of an Exercise, Holder may convert this Warrant on a cashless basis by so indicating in the Election and duly executed by such Holder or by such Holder's duly authorized attorney proceeding in accordance with the remainder of this Section 1.3 (an “Exchange”). In each above case, ▇▇▇▇▇▇ shall surrender this Warrant to the Company at its then principal office. For purposes of this Section 2offices, together with the Election duly completed and executed. (b) Upon an Exchange, the "Aggregate Holder shall receive shares of Warrant Spread" Stock such that, without the payment of all or a portion of any funds, the Holder shall surrender this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by in exchange for the number of shares of Common Warrant Stock purchasable upon exercise of all or such portion of this Warrant on such dateequal to “X” (as defined below), minus computed using the following formula: Y * (iiA-B) the Exercise Price multiplied by X = _______________ A Where X = the number of shares of Common Warrant Stock purchasable upon exercise to be issued to Holder Y = the number of all or such portion shares of Warrant Stock to be converted under this Warrant on A = the Fair Market Value of one share of Warrant Stock B = the Exchange Price (as adjusted to the date of such date. calculations) * = multiplied by (c) For purposes of calculating Fair Market Value under this Section 2Warrant, the "“Fair Market Price Value” of the Common Stock" as one share of a particular date Warrant Stock shall equal: be (i) if the Common Stock is traded Company’s securities become listed on an exchange a national or is quoted on either the Nasdaq National Market or Small-Cap Marketinternational stock exchange, then the average of closing sale price reported on such exchange for such listed securities during the closing or last sale prices, respectively, reported for 90-trading day period immediately prior to the ten (10) trading days immediately preceding such datedate Holder delivers its Election to the Company, or (ii) if the Common Stock is not Company’s securities are traded on an exchangeover-the-counter, the Nasdaq National Marketaverage of bid and ask price for such securities over the 90-trading day period immediately prior to the day Holder delivers its Election to the Company, in each case of (i) and (ii), above, if the shares of Warrant Stock are convertible into such listed or the Nasdaq Small-Cap Market but is traded in the local over-the-counter markettraded securities other than on a one-to-one basis, then multiplied by the average ratio at which one share of Warrant Stock converts into such other security. If the Company’s securities are not listed or traded as contemplated in clauses (i) or (ii), above, the Fair Market Value of the mid-points between Warrant Stock shall be the highest bid and lowest asked quotations for each price per share of Warrant Stock which the Company could obtain from a willing buyer of shares of Warrant Stock sold by the Company from its authorized but unissued Shares, initially as the Board of Directors of the ten Company (10“Board”) trading shall determine in its reasonable good faith judgment, subject to Holder’s valuation rights below, but in no event less than the price to which a holder of Warrant Stock would be entitled based on an enterprise valuation of the Company (including its Subsidiaries) as a going concern and the application of the rights, preferences and privileges of the Company’s outstanding securities as set forth in the Company’s Constitutional Documents, without discount for minority, control or lack of marketability. For the avoidance of doubt, if the Board relies on an appraisal (including a “409A” valuation) to determine the Fair Market Value of the Warrant Stock, such determined Fair Market Value from such appraisal may not assume the automatic conversion of all convertible securities in deriving such Fair Market Value but, instead, shall be based on enterprise value and application of the rights, preferences and privileges of the Company’s outstanding securities as set forth in the Company’s Constitutional Documents as if the Company (or Group) were being sold in an Acquisition for cash to determine what dollar value each class of security would receive upon such Acquisition. If the Warrant is to be converted in connection with an Acquisition (in fact), the Fair Market Value of a share of Warrant Stock shall be based on the enterprise value specified or implied in such Acquisition and shall be the greater of (A) the value attributable to the Warrant Stock and (B) the value attributable to the Company securities into which the shares of Warrant Stock are (or may be) convertible (but subject to Holder’s conversion directly into such other Company securities). (b) In the event that Holder converts this Warrant in connection with a transaction in which shares of the same class and series as the Warrant Stock are converted into another security, Holder may effect a conversion directly into such other security. (c) Subject to Section 2 hereof, upon delivery of the duly completed and executed Election, the Company shall issue and deliver within four (4) business days immediately preceding to Holder or such dateother person as Holder may designate in writing a certificate or certificates or other legal evidence of Holder’s ownership of the number of shares of Warrant Stock so acquired upon the conversion of this Warrant. Such certificate(s) or other legal evidence shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a stockholder of the Company and a holder of record of such shares of Warrant Stock as of the date the Election is delivered to the Company, provided, however, Holder’s admission as a stockholder shall be subject to Holder’s execution and delivery of such agreements as may be required of all stockholders or of an accession or similar agreement by which Holder agrees to be bound by such agreements. If this Warrant is converted in part, a new warrant substantially identical to this Warrant for the number of Shares not converted shall be promptly executed and delivered to Holder by the Company.

Conversion of Warrant. The Holder shall also have the right (the "Conversion Right"a) to convert all This Warrant may be exercised, in whole or any portion in part, upon surrender of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i) the "Aggregate Warrant Spread" as of the date the Conversion Right is exercisedCompany, by (ii) the "Market Price of the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time to time prior to expiration of this Warrant by surrendering this Warrant together with the Conversion Form Election to Exchange or Exercise attached hereto as Exhibit B filled-A (the "Election") duly completed and executed with "Exercise" selected as the mode of conversion, and upon payment to the Company of the Exercise Price for the number of shares of Warrant Stock in respect of which this Warrant is then being exercised (an "Exercise"). In whole or in part in lieu of an Exercise, Holder may convert this Warrant on a cashless basis by so indicating in the Election and duly executed by such Holder or by such Holder's duly authorized attorney proceeding in accordance with the remainder of this Section 1.3 (an "Exchange"). In each above case, ▇▇▇▇▇▇ shall surrender this Warrant to the Company at its then principal office. For purposes of this Section 2offices, together with the Election duly completed and executed. (b) Upon an Exchange, the "Aggregate Holder shall receive shares of Warrant Spread" Stock such that, without the payment of all or a portion of any funds, the Holder shall surrender this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by in exchange for the number of shares of Common Warrant Stock purchasable upon exercise of all or such portion of this Warrant on such dateequal to "X" (as defined below), minus computed using the following formula: Y * (iiA-B) the Exercise Price multiplied by X = _______________ A Where X = the number of shares of Common Warrant Stock purchasable upon exercise to be issued to Holder Y = the number of all or such portion shares of Warrant Stock to be converted under this Warrant on A = the Fair Market Value of one Warrant Share B = the Exchange Price (as adjusted to the date of such date. calculations) * = multiplied by (c) For purposes of calculating Fair Market Value for purposes of Exchanging this Section 2Warrant, the "Fair Market Price Value" of the Common Stock" as of a particular date one Warrant Share shall equal: be (i) if the Common Stock is traded Company's securities become listed on an a national or international stock exchange, the highest closing sale price reported on such exchange or is quoted on either for such listed securities during the Nasdaq National Market or Small90-Cap Market, then trading day period immediately prior to the average of date Holder delivers its Election to the closing or last sale prices, respectively, reported for the ten (10) trading days immediately preceding such dateCompany, or (ii) if the Common Stock is not Company's securities are traded on an exchangeover-the-counter, the Nasdaq National Markethighest average of bid and ask price for such securities over the 90-trading day period immediately prior to the day Holder delivers its Election to the Company, in each case of (i) and (ii), above, if the shares of Warrant Stock are convertible into such listed or the Nasdaq Small-Cap Market but is traded in the local over-the-counter markettraded securities other than on a one-to-one basis, multiplied by the ratio at which one Warrant Share converts into such other security. If the Company's securities are not listed or traded as contemplated in clauses (i) or (ii), above, the Fair Market Value of the Warrant Stock shall be the price per Warrant Share which the Company could obtain from a willing buyer of shares of Warrant Stock sold by the Company from its authorized but unissued Shares, initially as the Board of Directors of the Company ("Board") shall determine in its reasonable good faith judgment, subject to Holder's valuation rights below, but in no event less than the price to which a holder of Warrant Stock would be entitled based on an enterprise valuation of the Company (including its Subsidiaries if part of a Group) as a going concern and the application of the rights, preferences and privileges of the Company's outstanding securities as set forth in the Company's Constitutional Documents without discount for minority, control or lack of marketability. For the avoidance of doubt, if the Board relies on an appraisal (including a "409A" valuation) to determine the Fair Market Value of the Warrant Stock, such determined Fair Market Value from such appraisal may not assume the automatic conversion of all convertible securities in deriving such Fair Market Value but, instead, shall be based on enterprise value and application of the rights, preferences and privileges of the Company's outstanding securities as set forth in the Company's Constitutional Documents as if the Company (or Group) were being sold in an Acquisition for cash to determine what dollar value each class of security would receive upon such Acquisition. If the Warrant is to be converted in connection with an Acquisition (in fact), the Fair Market Value of a Warrant Share shall be based on the enterprise value specified or implied in such Acquisition and shall be the greater of (A) the value attributable to the Warrant Stock and (B) the value attributable to the Company securities into which the shares of Warrant Stock are (or may be) convertible (but subject to Holder's conversion directly into such other Company securities). If Holder disagrees the Board's determination, ▇▇▇▇▇▇ may engage an independent appraiser to determine fair market value of the Warrant Stock the foregoing basis at shared expense between the Company and Holder. If the fair market value difference between the Board's determination and the determination by the Holder's appraiser is less than 30%, then the average between the two determinations shall be deemed to be the fair market value. If the difference is 30% or more, then the parties shall agree a second appraiser, with each party bearing half of the mid-points between expense of such second appraiser, and the highest bid and lowest asked quotations for each determination of such appraiser shall be deemed to be the fair market value. (d) In the event that Holder converts this Warrant in connection with a transaction in which shares of the ten same class and series as the Warrant Stock are converted into another security, Holder may effect a conversion directly into such other security. (10e) trading Subject to Section 2 hereof, upon delivery of the duly completed and executed Election, the Company shall issue and deliver within two (2) business days immediately preceding to Holder or such dateother person as Holder may designate in writing a certificate or certificates or other legal evidence of Holder's ownership of the number of shares of Warrant Stock so acquired upon the conversion of this Warrant. Such certificate(s) or other legal evidence shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a stockholder of the Company and a holder of record of such shares of Warrant Stock as of the date the Election is delivered to the Company, provided, however, ▇▇▇▇▇▇'s admission as a stockholder shall be subject to Holder's execution and delivery of such agreements as may be required of all stockholders or of an accession or similar agreement by which Holder agrees to be bound by such agreements. If this Warrant is converted in part, a new warrant substantially identical to this Warrant for the number of Shares not converted shall be promptly executed and delivered to Holder by the Company.

Conversion of Warrant. (a) The Holder shall also have the right (the "“Conversion Right"”) to convert all or any portion of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i) the "“Aggregate Warrant Spread" ” as of the date the Conversion Right is exercised, by (ii) the "“Market Price of the Common Stock" ” as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time on or after the earlier of May 1, 2004 or a “Change of Control of Licensee” (as defined in the License Agreement between Medtronic, Inc. and the Company dated January 30, 1998), or from time to time thereafter prior to expiration of this Warrant by surrendering this Warrant with the Conversion Form attached hereto as Exhibit B filled-in and duly executed by such Holder or by such Holder's ’s duly authorized attorney to the Company at its principal office. . (b) For purposes of this Section 2, the "“Aggregate Warrant Spread" ” of all or a portion of this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2, the "“Market Price of the Common Stock" ” as of a particular date shall equal: (i) if the Common Stock is traded on an exchange or is quoted on either the Nasdaq National Market or Small-Cap Market, then the average of the closing or last sale prices, respectively, reported for the ten (10) trading days immediately preceding such date, or (ii) if the Common Stock is not traded on an exchange, the Nasdaq National Market, or the Nasdaq Small-Cap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the ten (10) trading days immediately preceding such date.

Conversion of Warrant. The Holder shall also have the right (the "Conversion Right"a) to convert all This Warrant may be exercised, in whole or any portion in part, upon surrender of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i) the "Aggregate Warrant Spread" as of the date the Conversion Right is exercisedCompany, by (ii) the "Market Price of the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time to time prior to expiration of this Warrant by surrendering this Warrant together with the Conversion Form Election to Exchange or Exercise attached hereto as Exhibit B filled-A (the “Election”) duly completed and executed with “Exercise” selected as the mode of conversion, and upon payment to the Company of the Exchange Price for the number of shares of Warrant Stock in respect of which this Warrant is then being exercised (an “Exercise”). In whole or in part in lieu of an Exercise, Holder may convert this Warrant on a cashless basis by so indicating in the Election and duly executed by such Holder or by such Holder's duly authorized attorney proceeding in accordance with the remainder of this Section 1.3 (an “Exchange”). In each above case, Hold▇▇ ▇▇▇ll surrender this Warrant to the Company at its then principal office. For purposes of this Section 2offices, together with the Election duly completed and executed. (b) Upon an Exchange, the "Aggregate Holder shall receive shares of Warrant Spread" Stock such that, without the payment of all or a portion of any funds, the Holder shall surrender this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by in exchange for the number of shares of Common Warrant Stock purchasable upon exercise of all or such portion of this Warrant on such dateequal to “X” (as defined below), minus computed using the following formula: Y * (iiA-B) the Exercise Price multiplied by X = _______________ A Where X = the number of shares of Common Warrant Stock purchasable upon exercise to be issued to Holder Y = the number of all or such portion shares of Warrant Stock to be converted under this Warrant on A = the Fair Market Value of one share of Warrant Stock B = the Exchange Price (as adjusted to the date of such date. calculations) * = multiplied by (c) For purposes of calculating Fair Market Value for purposes of Exchanging this Section 2Warrant, the "“Fair Market Price Value” of the Common Stock" as one share of a particular date Warrant Stock shall equal: be (i) if the Common Stock is traded Company’s securities become listed on an exchange a national or is quoted on either the Nasdaq National Market or Small-Cap Marketinternational stock exchange, then the average of closing sale price reported on such exchange for such listed securities during the closing or last sale prices, respectively, reported for 90-trading day period immediately prior to the ten (10) trading days immediately preceding such datedate Holder delivers its Election to the Company, or (ii) if the Common Stock is not Company’s securities are traded on an exchangeover-the-counter, the Nasdaq National Marketaverage of bid and ask price for such securities over the 90-trading day period immediately prior to the day Holder delivers its Election to the Company, in each case of (i) and (ii), above, if the shares of Warrant Stock are convertible into such listed or the Nasdaq Small-Cap Market but is traded in the local over-the-counter markettraded securities other than on a one-to-one basis, multiplied by the ratio at which one share of Warrant Stock converts into such other security. If the Company’s securities are not listed or traded as contemplated in clauses (i) or (ii), above, the Fair Market Value of a share of Warrant Stock shall be the price per share that the Company could obtain from a willing buyer of shares of Warrant Stock sold by the Company from its authorized but unissued shares, initially as the Board of Directors of the Company (“Board”) shall determine in its reasonable good faith judgment, subject to Holder’s valuation rights below, to the extent applicable, but in no event less than the price to which a holder of Warrant Stock would be entitled based on an enterprise valuation of the Company (including its Subsidiaries if part of a Group) as a going concern and the application of the rights, preferences and privileges of the Company’s outstanding securities as set forth in the Company’s Constitutional Documents without discount for minority, control or lack of marketability. If at any time during the term of this Warrant the Company’s stock is no longer traded on a Stock Market or, if it is so traded but the Company is not current in the filing of its SEC Reports, and the Board relies on an appraisal (including a “409A” valuation) to determine the Fair Market Value of the Warrant Stock, such determined Fair Market Value from such valuation may not assume the automatic conversion of all convertible securities in deriving such Fair Market Value but, instead, shall be based on enterprise value and application of the rights, preferences and privileges of the Company’s outstanding securities as set forth in the Company’s Constitutional Documents as if the Company (or Group) were being sold in an Acquisition for cash to determine what dollar value each class of security would receive upon such Acquisition. If the Warrant is to be converted in connection with an Acquisition (in fact), the Fair Market Value of a share of Warrant Stock shall be based on the Acquisition consideration specified or implied in such Acquisition and shall be the greater of (A) the value attributable to the Warrant Stock and (B) the value attributable to the Company securities into which the shares of Warrant Stock is (or may be) convertible (but subject to Holder’s conversion directly into such other Company securities). If at any time during the term of this Warrant the Company’s stock is no longer traded on a Stock Market or, if it is so traded but the Company is not current in the filing of its SEC Reports and Holder disagrees the Board's determination of Fair Market Value, Holder may engage an independent appraiser to determine fair market value of the Warrant Stock the foregoing basis at shared expense between the Company and Holder. If the fair market value difference between the Board's determination and the determination by the Holder's appraiser is less than 30%, then the average between the two determinations shall be deemed to be the fair market value. If the difference is 30% or more, then the parties shall agree a second appraiser, with each party bearing half of the mid-points between expense of such second appraiser, and the highest bid and lowest asked quotations for each determination of such appraiser shall be deemed to be the fair market value. (d) In the event that Holder converts this Warrant in connection with a transaction in which shares of the ten same class and series as the Warrant Stock are converted into another security, Holder may effect a conversion directly into such other security. (10e) trading Subject to Section 2 hereof, upon delivery of the duly completed and executed Election, the Company shall issue and deliver within three (3) business days immediately preceding to Holder or such dateother person as Holder may designate in writing a certificate or certificates or other legal evidence of Holder’s ownership of the number of shares of Warrant Stock so acquired upon the conversion of this Warrant. Such certificate(s) or other legal evidence shall be deemed to have been issued and any person so designated to be named therein shall be deemed to have become a stockholder of the Company and a holder of record of such shares of Warrant Stock as of the date the Election is delivered to the Company. If this Warrant is converted in part, a new warrant substantially identical to this Warrant for the number of Shares not converted shall be promptly executed and delivered to Holder by the Company.

Conversion of Warrant. (a) The Holder shall also have the right (the "Conversion Right") at any time when this Warrant may be exercised to convert all or any portion of this Warrant into such number of shares (rounded to the nearest whole share) of Company Common Stock equal to the quotient obtained by dividing (i1) the "Aggregate Warrant Spread" as of the date the Conversion Right is exercised, by (ii) the "Market Price of the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time to time prior to expiration of that this Warrant is exercisable pursuant to Section 1 above, by surrendering this Warrant with the Conversion Form attached hereto as Exhibit B filled-in and duly executed by such Holder or by such Holder's duly authorized attorney to the Company at its principal office. . (b) For purposes of this Section 23, the "Aggregate Warrant Spread" of all or a portion of this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2Warrant, the "Market Price of the Common Stock" as of a particular date shall equal: (i1) if the Common Stock is traded on an exchange or is quoted on either the Nasdaq National Market or Small-Cap Market, . then the average of the closing or last sale prices, . respectively, reported for the ten (10) trading days immediately preceding such date, . or (ii) if the Common Stock is not traded on an exchange, . the Nasdaq National Market, . or the Nasdaq Small-Cap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the ten (10) trading days immediately preceding such date.

Conversion of Warrant. (a) The Holder shall also have the right to convert this Warrant, in whole or in part with respect to any Warrant Shares as to which this Warrant is currently exercisable, at any time and from time to time during the period commencing on the Initial Exercise Date and ending on the Expiration Date, by the presentation and surrender of this Warrant to the Corporation at its principal office (or such other office or agency as the Corporation may designate by notice in writing to the Holder in accordance with Section 10.4, together with a properly completed and duly executed conversion form, in the form attached hereto, which conversion form shall specify the number of Warrant Shares as to which this Warrant is being converted (the "Conversion RightSubject Shares") to convert all or any portion ). Upon exercise of this Warrant into such conversion right, the holder hereof shall be entitled to receive that number of shares (rounded to the nearest whole share) of Company Common Stock Warrant Shares equal to the quotient obtained by dividing [ (A - B) (X) ] by (A), where: A = the Fair Market Value of one Warrant Share on the date of conversion of this Warrant. B = the Exercise Price for one Warrant Share under this Warrant. X = the number of Subject Shares as to which this Warrant is being converted. If the above calculation results in a negative number, then no shares of Warrant Stock shall be issued or issuable upon conversion of this Warrant. (b) Upon conversion of this Warrant in accordance with this Section 2.3, the Holder shall be entitled to receive a certificate for the number of Warrant Shares acquired by the Holder as determined in accordance with the foregoing, and a new Warrant in substantially identical form and dated as of such conversion for the purchase of that number of Warrant Shares equal to the difference, if any, between (i) the "Aggregate number of Warrant Spread" as Shares subject to issuance upon exercise of the date the Conversion Right is exercised, by this Warrant immediately before such conversion and (ii) the "Market Price number of Subject Shares as to which the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time Holder exercised its conversion right pursuant to time prior to expiration of this Warrant by surrendering this Warrant with the Conversion Form attached hereto as Exhibit B filled-in and duly executed by such Holder or by such Holder's duly authorized attorney to the Company at its principal office. For purposes of this Section 2, the "Aggregate Warrant Spread" of all or a portion of this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2, the "Market Price of the Common Stock" as of a particular date shall equal: (i) if the Common Stock is traded on an exchange or is quoted on either the Nasdaq National Market or Small-Cap Market, then the average of the closing or last sale prices, respectively, reported for the ten (10) trading days immediately preceding such date, or (ii) if the Common Stock is not traded on an exchange, the Nasdaq National Market, or the Nasdaq Small-Cap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the ten (10) trading days immediately preceding such date.

Conversion of Warrant. The Holder (a) Subject to the Issuer's rights under Section 4, on the Conversion Date, the Warrant shall also have the right (the "Conversion Right") to automatically convert all or any portion of this Warrant into such a number of shares (rounded to the nearest whole share) of Company Common Stock as shall equal to the quotient obtained by dividing (i) the "Aggregate Warrant Spread" as of the date the Conversion Right is exercisedValue, divided by (ii) the "Market Price Average Closing Price. (b) In order to receive the shares of Common Stock issuable upon conversion of this Warrant, at any time after the Conversion Date, the Holder shall surrender this Warrant and the Notice of Surrender annexed hereto duly completed and executed on behalf of the Holder, at the office of the Issuer (or such other office or agency of the Issuer as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Issuer). (c) This Warrant shall be deemed to have been converted immediately prior to the close of business on the Conversion Date as provided above, and the person entitled to receive the shares of Common Stock" Stock issuable upon such conversion shall be treated for all purposes as the holder of record of such shares as of the date close of business on such date; provided that (i) no dividends or other distributions declared after the Conversion Right is exercised. The Conversion Right Date with respect to Common Stock and payable to the holders of record thereof shall be exercisable at paid to the holder of any time or from time to time prior to expiration this Warrant until such holder shall surrender this Warrant in accordance with this Section 2; provided that after the surrender of this Warrant in accordance with this Section 2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Common Stock represented by surrendering this Warrant and (ii) until this Warrant is surrendered in accordance with this Section 2, the Conversion Form attached hereto holder of this Warrant shall have no right to vote the shares of Common Stock represented by this Warrant. As promptly as Exhibit B filled-practicable on or after the date on which this Warrant is surrendered in accordance with this Section 2, and duly executed by such Holder or by such Holder's duly authorized attorney in any event within ten (10) Business Days thereafter, the Issuer at its expense shall issue and deliver to the Company at its principal officeperson or persons entitled to receive the same a certificate or certificates for the number of shares issuable upon such exercise. (d) Notwithstanding the foregoing, in the event that prior to the surrender of this Warrant for conversion in accordance with Section 2(b), the Issuer shall (i) consolidate with or merge into any Person (as defined in the VH2 LLC Agreement), and shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) permit any Person to merge into the Issuer and the Issuer shall be the continuing or surviving corporation, but, in connection with such merger, the then-outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other person or cash or any other property, then, in any such case, upon surrender of this Warrant in accordance with Section 2(b), this Warrant shall convert into Alternative Consideration with a fair market value equal to the Warrant Value. "Alternative Consideration" means stock, other securities or other assets into which shares of Common Stock are converted or exchanged pursuant to any transaction described in the preceding sentence. For purposes of this Section 22(d), (x) the fair market value of any Alternative Consideration which consists of marketable securities shall be the market value thereof as of the close of business on the second Business Day preceding the date of delivery, and (y) the fair market value of any other Alternative Consideration shall be the "Aggregate Warrant Spreadfair value" of all or a portion of this Warrant such Alternative Consideration as of a particular the date shall equal (i) the Market Price of the Common Stock multiplied determination as agreed by the number Issuer and a Warrant Holder Majority, or, absent such agreement, as determined by an investment bank mutually acceptable to the Issuer and a Warrant Holder Majority. The determination of shares such investment bank shall be final and binding on the parties. The investment bank shall have no liability to any Holder in respect of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2, the "Market Price of the Common Stock" as of a particular date shall equal: (i) if the Common Stock is traded on an exchange or is quoted on either the Nasdaq National Market or Small-Cap Market, then the average of the closing or last sale prices, respectively, reported for the ten (10) trading days immediately preceding such date, or (ii) if the Common Stock is not traded on an exchange, the Nasdaq National Market, or the Nasdaq Small-Cap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the ten (10) trading days immediately preceding such dateits determination.

Conversion of Warrant. (a) The Holder shall also have the right to convert this Warrant, in whole or in part with respect to any Warrant Shares as to which this Warrant is currently exercisable, at any time and from time to time during the period commencing on the Initial Exercise Date and ending on the Expiration Date, by the presentation and surrender of this Warrant to the Corporation at its principal office (or such other office or agency as the Corporation may designate by notice in writing to the Holder in accordance with Section 10.4), together with a properly completed and duly executed conversion form, in the form attached hereto, which conversion form shall specify the number of Warrant Shares as to which this Warrant is being converted (the "Conversion RightSUBJECT SHARES") to convert all or any portion ). Upon exercise of this Warrant into such conversion right, the Holder hereof shall be entitled to receive that number of shares (rounded to the nearest whole share) of Company Common Stock Warrant Shares equal to the quotient obtained by dividing [ (A - B) (X) ] by (A), where: A = the Fair Market Value of one Warrant Share on the date of conversion of this Warrant. B = the Exercise Price for one Warrant Share under this Warrant. X = the number of Subject Shares as to which this Warrant is being converted. If the above calculation results in a negative number, then no shares of Warrant Stock shall be issued or issuable upon conversion of this Warrant. (b) Upon conversion of this Warrant in accordance with this Section 2.3, the Holder shall be entitled to receive a certificate for the number of Warrant Shares acquired by the Holder as determined in accordance with the foregoing, and a new Warrant in substantially identical form and dated as of such conversion for the purchase of that number of Warrant Shares equal to the difference, if any, between (i) the "Aggregate number of Warrant Spread" as Shares subject to issuance upon exercise of the date the Conversion Right is exercised, by this Warrant immediately before such conversion and (ii) the "Market Price number of Subject Shares as to which the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time Holder exercised its conversion right pursuant to time prior to expiration of this Warrant by surrendering this Warrant with the Conversion Form attached hereto as Exhibit B filled-in and duly executed by such Holder or by such Holder's duly authorized attorney to the Company at its principal office. For purposes of this Section 2, the "Aggregate Warrant Spread" of all or a portion of this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2, the "Market Price of the Common Stock" as of a particular date shall equal: (i) if the Common Stock is traded on an exchange or is quoted on either the Nasdaq National Market or Small-Cap Market, then the average of the closing or last sale prices, respectively, reported for the ten (10) trading days immediately preceding such date, or (ii) if the Common Stock is not traded on an exchange, the Nasdaq National Market, or the Nasdaq Small-Cap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the ten (10) trading days immediately preceding such date.

Conversion of Warrant. (a) The Holder shall also have the right to convert this Warrant, in whole or in part with respect to any Warrant Shares as to which this Warrant is currently exercisable, at any time and from time to time during the period commencing on the Initial Exercise Date and ending on the Expiration Date, by the presentation and surrender of this Warrant to the Corporation at its principal office (or such other office or agency as the Corporation may designate by notice in writing to the Holder in accordance with Section 10.4, together with a properly completed and duly executed conversion form, in the form attached hereto, which conversion form shall specify the number of Warrant Shares as to which this Warrant is being converted (the "Conversion RightSUBJECT SHARES") to convert all or any portion ). Upon exercise of this Warrant into such conversion right, the holder hereof shall be entitled to receive that number of shares (rounded to the nearest whole share) of Company Common Stock Warrant Shares equal to the quotient obtained by dividing [ (A - B) (X) ] by (A), where: A = the Fair Market Value of one Warrant Share on the date of conversion of this Warrant. B = the Exercise Price for one Warrant Share under this Warrant. X = the number of Subject Shares as to which this Warrant is being converted. If the above calculation results in a negative number, then no shares of Warrant Stock shall be issued or issuable upon conversion of this Warrant. (b) Upon conversion of this Warrant in accordance with this Section 2.3, the Holder shall be entitled to receive a certificate for the number of Warrant Shares acquired by the Holder as determined in accordance with the foregoing, and a new Warrant in substantially identical form and dated as of such conversion for the purchase of that number of Warrant Shares equal to the difference, if any, between (i) the "Aggregate number of Warrant Spread" as Shares subject to issuance upon exercise of the date the Conversion Right is exercised, by this Warrant immediately before such conversion and (ii) the "Market Price number of Subject Shares as to which the Common Stock" as of the date the Conversion Right is exercised. The Conversion Right shall be exercisable at any time or from time Holder exercised its conversion right pursuant to time prior to expiration of this Warrant by surrendering this Warrant with the Conversion Form attached hereto as Exhibit B filled-in and duly executed by such Holder or by such Holder's duly authorized attorney to the Company at its principal office. For purposes of this Section 2, the "Aggregate Warrant Spread" of all or a portion of this Warrant as of a particular date shall equal (i) the Market Price of the Common Stock multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date, minus (ii) the Exercise Price multiplied by the number of shares of Common Stock purchasable upon exercise of all or such portion of this Warrant on such date. For purposes of this Section 2, the "Market Price of the Common Stock" as of a particular date shall equal: (i) if the Common Stock is traded on an exchange or is quoted on either the Nasdaq National Market or Small-Cap Market, then the average of the closing or last sale prices, respectively, reported for the ten (10) trading days immediately preceding such date, or (ii) if the Common Stock is not traded on an exchange, the Nasdaq National Market, or the Nasdaq Small-Cap Market but is traded in the local over-the-counter market, then the average of the mid-points between the highest bid and lowest asked quotations for each of the ten (10) trading days immediately preceding such date.