Common use of Net Exercise Election Clause in Contracts

Net Exercise Election. Holder may elect to convert all or any portion of this Warrant, without the payment by ▇▇▇▇▇▇ of any additional consideration, by the surrender of this Warrant to the Company, with the Exercise Notice, duly executed by ▇▇▇▇▇▇, into up to the number of shares of Warrant Shares that is obtained under the following formula: X = Y (A-B) A where X = the number of shares of Warrant Shares to be issued to Holder pursuant to a net exercise of this Warrant effected pursuant to this Section 3(d). Y = the number of Warrant Shares as to which this Warrant is then being net exercised. A = the fair market value of one share of Warrant Shares, determined at the time of such net exercise as set forth in the last paragraph of this Section 3(d). B = the Exercise Price. The Company will promptly respond in writing to an inquiry by ▇▇▇▇▇▇ as to the then current fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Shares shall be determined by the Company’s Board of Directors in good faith; provided, however, that if on the relevant exercise date for which such value must be determined, a public market for the Company’s Common Stock exists, then the fair market value per share of the Warrant Shares shall be (A) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Common Stock or the closing price quoted on the exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to the date as of which the value of the fair market value is to be determined.

Net Exercise Election. Holder may elect to convert all or any portion of this Warrant, without the payment by ▇▇▇▇▇▇ of any additional consideration, by the surrender of this Warrant to the Company, with the Exercise Notice, duly executed by ▇▇▇▇▇▇, into up to the number of shares of Warrant Shares that is obtained under the following formula: X = Y (A-B) A where X = the number of shares of Warrant Shares to be issued to Holder pursuant to a net exercise of this Warrant effected pursuant to this Section 3(d). Y = the number of Warrant Shares as to which this Warrant is then being net exercised. . A = the fair market value of one share of Warrant Shares, determined at the time of such net exercise as set forth in the last paragraph of this Section 3(d). . B = the Exercise Price. The Company will promptly respond in writing to an inquiry by ▇▇▇▇▇▇ as to the then current fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Shares shall be determined by the Company’s Board of Directors in good faith; provided, however, that if on the relevant exercise date for which such value must be determined, a public market for the Company’s Common Stock exists, then the fair market value per share of the Warrant Shares shall be (A) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Common Stock or the closing price quoted on the exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to the date as of which the value of the fair market value is to be determined.

Net Exercise Election. (a) Holder may elect to convert all or any portion of this Warrant, without the payment by ▇▇▇▇▇▇ Holder of any additional consideration, by the surrender of this Warrant to the Company, with the Exercise Noticenet exercise election selected in the subscription form attached hereto, duly executed by ▇▇▇▇▇▇Holder, into up to the number of shares of Warrant Shares Stock that is obtained under the following formula: X = Y (A-B) A where X = the number of shares of Warrant Shares Stock to be issued to Holder pursuant to a net exercise of this Warrant effected pursuant to this Section 3(d)2.7. Y = the number of shares of Warrant Shares as Stock with respect to which Holder is exercising its purchase rights under this Warrant is then being net exercisedWarrant. A = the fair market value of one share of Warrant SharesStock, determined at the time of such net exercise as set forth in the last paragraph of this Section 3(d)2.7. B = the Exercise Warrant Price. The Company will promptly respond in writing to an inquiry by ▇▇▇▇▇▇ Holder as to the then current fair market value of one share of Warrant Stock. . (b) For purposes of the above calculation, fair market value of one share of Warrant Shares Stock shall be determined by the Company’s Board of Directors in good faith; provided, however, that if on the relevant exercise date for which such value must be determined, a public market exists for the Company’s Common Stock existsStock, then the fair market value per share of the Warrant Shares Stock shall be determined by reference to the market price of the Common Stock as follows: (i) if this Warrant is being exercised in connection with the Company’s Initial Public Offering, the fair market value shall be the per-share offering price to the public as set forth in the Company’s final prospectus filed with the Securities and Exchange Commission, or (ii) otherwise, the fair market value shall be the average of (A) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Common Stock or the closing price quoted on the exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to the date as of which the value of the fair market value is to be determined.

Net Exercise Election. The Holder may elect to convert all or any portion but not less than all of this Warrant, without the payment by ▇▇▇▇▇▇ the Holder of any additional consideration, by the surrender of this Warrant to the Company, with the Exercise Notice, net exercise election selected in the subscription form attached hereto duly executed by ▇▇▇▇▇▇the Holder, into up to the number of shares of Warrant Shares Stock that is obtained under the following formula: X = Y (A-B) A where Where: X = the number of shares of Warrant Shares Stock to be issued to the Holder pursuant to a net exercise of this Warrant effected pursuant to this Section 3(d)2.6. Y = the number of shares of Warrant Shares Stock as to which this Warrant is then being net exercised. remains unexercised. A = the fair market value of one share of Warrant SharesStock, as determined in good faith by the Company’s Board of Directors, as at the time of such the net exercise as set forth in the last paragraph of election is made pursuant to this Section 3(d). 2.6. B = the Exercise Warrant Price. The Company will promptly respond in writing to an inquiry by ▇▇▇▇▇▇ the Holder as to the then current fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Shares Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that if on the relevant exercise date for which such value must be determined, where there exists a public market for the Company’s Common Stock existsat the time of such exercise, then the fair market value per share of the Warrant Shares shall be the product of (Aa) the average of the closing bid and asked prices of the Common Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Common Stock or the closing price quoted on the Nasdaq Global Market or on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to the date as of determination of fair market value and (b) the number of shares of Common Stock into which each Share is convertible, if applicable, at the value time of such exercise. Notwithstanding the foregoing, in the event the Warrant is exercised in connection with the Company’s initial public offering of Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Company’s initial public offering, and (ii) the number of shares of Common Stock into which each Share is to be determinedconvertible, if applicable, at the time of such exercise.

Net Exercise Election. The Holder may elect to convert all or any a portion of this WarrantWarrant (to the extent vested), without the payment by ▇▇▇▇▇▇ the Holder of any additional consideration, by the surrender of this Warrant or such portion to the Company, with the Exercise Notice, net exercise election selected in the subscription form attached hereto duly executed by ▇▇▇▇▇▇the Holder, into up to the number of shares of Warrant Shares Stock that is obtained under the following formula: X = Y (A-B) A where X = the number of shares of Warrant Shares Stock to be issued to the Holder pursuant to a net exercise of this Warrant effected pursuant to this Section 3(d)2.9. Y = the number of shares of Warrant Shares as to Stock (at the date of such calculation) for which this Warrant is may then being net be exercised. A = the fair market value of one share of Warrant SharesStock, determined as set forth below as at the time of such the net exercise as set forth in the last paragraph of election is made pursuant to this Section 3(d). 2.9. B = the Exercise Warrant Price. The Company will promptly respond in writing to an inquiry by ▇▇▇▇▇▇ as to For purposes of the then current above calculation, the fair market value of one share of Warrant Stock. For purposes of the above calculation, fair market value of one share of Warrant Shares Stock shall be determined by the Company’s Board of Directors in good faith; provided, howeverthat (a) if the exercise is in connection with a Change of Control, that if on the relevant exercise date for which such fair market value must shall be determined, the value attributed to a public market for share of Common Stock of the Company in the Change of Control; and (b) If the Company’s Common Stock existsis then traded or quoted on a nationally recognized securities exchange, then inter-dealer quotation system or over-the-counter market, the fair market value per share of the Warrant Shares shall be (A) the average of the closing bid and asked prices price or last sale price of a share of the Common Stock quoted in the Over-The-Counter Market Summary or (B) the last reported sale price of the Common Company reported for the business day immediately before the date on which Holder delivers this Warrant together with the Exercise Notice. For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that any shares of Warrant Stock or issued in a cashless exercise pursuant to this Section 2.9 shall be deemed to have been acquired by the closing price quoted Holder, and the holding period for such shares of Warrant Stock shall be deemed to have commenced, on the exchange on which the Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the five (5) trading days prior to the date as of which the value of the fair market value is to be determinedIssue Date.