Common use of Net Exercise Clause in Contracts

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, if the Fair Market Value (as defined in the Purchase Agreement, and the fair market value below) of one share of the Common Stock Share is greater than the Exercise Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) A Where Where: X = the number of shares of Common Stock Shares to be issued to the Holder Y = the number of shares of Common Stock Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Share (at the date of such calculation) B = Exercise the Warrant Price (as adjusted to the date of such calculation) For purposes of the above calculationthis Warrant, the “fair market value” value of one Share (the "Fair Market Value") shall mean, with respect to each such Share, (A) if the exercise is in connection with an initial public offering of the Company's Common Stock, and if the Company's registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the Fair Market Value shall be the product of (x) the initial "Price to Public" per share specified in the final prospectus with respect to the offering and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible at the date of calculation; (B) if this Warrant is exercised after, and not in connection with, the initial public offering of the Company's Common Stock, and if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: (1) if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the Fair Market Value shall mean be deemed to be the product of (i) (ix) the average of the closing sales prices for over the 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible on such date; or (2) if the NASDAQ Capital Market or other Eligible Market where such Company's Common Stock is listed or actively traded as reported by Bloomberg Financial Markets over-the-counter, the Fair Market Value shall be deemed to be the product of (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securityx) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported closing bid or sales prices reported by Bloomberg on price (whichever is applicable) over the principal Trading Market for 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock during the same period, into which each such Share is convertible on such date; or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iiiC) if neither of the foregoing applies(A) nor (B) is applicable, the last sales price Fair Market Value of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value share shall be as determined by the Company's Board of Directors of the Company in the exercise of its good faith judgmentfaith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Common Stock as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company in the exercise of its good faith judgmentCompany.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkAlternatively, the Holder may effect exercise by: (i) delivering a “net exercise” Notice of this Warrant, Exercise to the Company at its principal offices; and (ii) receiving such lesser number of Preferred Shares calculated in which event, if so effected, accordance with the Holder shall receive Exercise Shares formula below representing the satisfaction of the payment to the Company of an amount equal to the value (as determined below) aggregate Exercise Price for the number of Preferred Shares being purchased. In the event a Holder chooses to exercise the purchase rights pursuant to this Warrant in accordance with this Section 6(b) (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event a “Net Exercise”), the Company shall issue to the such Holder a number of shares of Common Stock Preferred Shares computed using the following formula: X = Y (A-B) A Where where: X = the number of shares of Common Stock Preferred Shares to be issued to the Holder Y = the number of shares of Common Stock Preferred Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion number of the Preferred Shares for which this Warrant is being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Preferred Share (at the date of such calculation) B = the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculationthis Section 6(b), the “fair market value” value of one share of Common Stock a Preferred Share shall mean (i) (i) be the average of the closing sales prices for of the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets Preferred Shares (or a comparable reporting service number of national reputation selected by Ordinary Shares into which the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securityPreferred Shares are convertible) quoted (collectively, “Bloomberg”i) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on in which the pink sheets Preferred Shares (or bulletin board for such security as reported by BloombergOrdinary Shares) are traded, or if no sales price is so reported (ii) on any exchange or electronic securities market on which the Preferred Shares (or Ordinary Shares) are listed for such securitytrading, as applicable, for the last bid price 30 trading days prior to the date of such security as reported by Bloomberg or (iv) if determination of fair market value can(or such shorter period of time during which such Preferred Shares (or Ordinary Shares) were traded over-the-counter or on such exchange). If the Preferred Shares (or Ordinary Shares) are not be calculated as of such date traded on any of the foregoing basesover-the-counter market, an exchange or an electronic securities market, the fair market value of a Preferred Share shall be as determined by dividing: (i) the Board of Directors cash price at which a willing seller would sell and a willing buyer would buy all of the issued and outstanding Preferred Shares in a transaction negotiated at arm’s length by unaffiliated third parties, each being apprised of and considering all relevant facts, circumstances and factors, and neither acting under compulsion or time constraints, by (ii) the number of then issued and outstanding Preferred Shares. In the case of any determination of the fair market value of the Preferred Shares pursuant to this Section 6(b), fair market value shall not include any discount (i) by reason of such Preferred Shares representing a minority interest, or (ii) to reflect the fact that such Preferred Shares are illiquid and subject to the restrictions on transfer set forth in this Warrant and the Shareholders Agreement. If the Company in and the exercise Holder cannot agree on the fair market value of a Preferred Share within 30 days after the date upon which the Holder delivers a Notice of Exercise to the Company at its principal offices (the “Negotiation Period”), the valuation shall be made by an appraiser of internationally recognized standing designated jointly by the Company and the Holder within ten days after the expiration of the Negotiation Period or, if they cannot so agree on an appraiser, such dispute shall be promptly referred to the HKIAC and an appraiser of nationally recognized standing shall be appointed thereby. The valuation shall be made by such appraiser within 20 days of its good faith judgmentdesignation by the HKIAC. Any valuation made by an appraiser under this Section 6(b) shall be determinative of such value and binding upon the Company and the Holder. The cost of such valuation shall be borne equally by the Company and the Holder, but each party shall bear its own legal expenses, if any, incurred in connection therewith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4 above, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: X = Y (A-B) A Where X = the The number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to the net exercise. Y = the The number of shares Warrant Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net exercise election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made. A = the The fair market value of one share of the Company’s Common Stock (Warrant Share at the date of such calculation) time the net exercise election is made. B = The Exercise Price (as adjusted to the date of such calculation) the net exercise). For purposes of the above calculationthis Section 5, the “fair market value” value of one share Warrant Share as of Common Stock a particular date shall mean be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the closing price of the securities on such exchange on the date of the exercise of this Warrant; (iii) if traded over-the-counter, the value shall be deemed to be the average of the closing sales bid or sale prices for (whichever is applicable) over the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securitynet exercise; (iii) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that if this Warrant is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in the exercise final prospectus with respect to such offering; and (iv) if this Warrant is being exercised in connection with a merger or acquisition, the fair market value of its a Warrant Share will be the value offered per such share in such merger or acquisition, as determined in good faith judgmentby the Board of Directors of the Company.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the contrary, after the date on which a Registration Statement, Statement (as defined in Section 7.1 of the Securities Purchase AgreementAgreement dated February 10, 2003, by and among the Company and the persons listed on the Schedule of Purchasers attached thereto as Exhibit A) has first gone effective, if (i) at any time a Registration Statement is no longer effective and (ii) the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “"fair market value” " of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Nasdaq National Market or other Eligible Market trading market where such Common Stock security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder holders if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “"Bloomberg”") for the 10 ten (10) consecutive trading days immediately preceding such Exercise Datedate, or (ii) if an Eligible the Nasdaq National Market is not the principal Trading Market trading market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market trading market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg Bloomberg, or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a elect (the “net exercise” of this Warrant, in which event, if so effected, the Holder shall Conversion Right”) to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Preferred Stock to be issued to the Holder Y = the number of shares of Common Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Preferred Stock shall mean be: (ia) the product of (i) the average daily Market Price (as defined below) during the period of the closing sales prices most recent 10 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 and (ii) the number of shares of the Common Stock (as defined herein) into which each Exercise Share is convertible on such date; or (b) if no class of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is then listed or traded as reported by Bloomberg Financial Markets (admitted to trading on any national securities exchange or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security quoted in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesmarket, the fair market value of one share of Preferred Stock shall be as determined in good faith by the Board of Directors of the Company, taking into account the most recently or concurrently completed arm’s-length transaction between the Company and an unaffiliated third party, the closing of which occurs within the six months preceding or on the date of such calculation, if any. If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Global Market System (the “Global Market System”) of the Nasdaq, the “Market Price” as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the Global 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 Global Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the “Market Price” as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the Nasdaq or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the “Market Price” as of a specified day shall be determined in the exercise of its good faith judgmentby the Board of Directors of the Company.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) X= --------- A Where: X = Y (A-B) A Where X = the The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Common Stock as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “"fair market value” " of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Nasdaq National Market or other Eligible Market trading market where such Common Stock security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder holders if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “"Bloomberg”") for the 10 ten (10) consecutive trading days immediately preceding such Exercise Datedate, or (ii) if an Eligible the Nasdaq National Market is not the principal Trading Market trading market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market trading market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.sales

Net Exercise. If during Notwithstanding any provisions herein to the Exercise Periodcontrary, immediately following the Holder is not permitted closing of the Company’s first sale of its Common Stock to sell Exercise Shares the public in an offering underwritten by an investment banking firm, pursuant to an effective registration statement under the Registration StatementSecurities Act of 1933, as defined in amended (the Purchase Agreement“Act”) (the “Initial Public Offering”), and if the fair market value of one share of the Company’s Common Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock purchasable under the Warrant (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one value per share of Common Stock shall mean (i) (i) be the average of the closing sales prices for of the shares of Common Stock Stock, on the NASDAQ Capital Market or other Eligible Market where securities exchange on which such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by following the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectivelyInitial Public Offering, “Bloomberg”) for the 10 consecutive five trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not prior to the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for exercise date. If the Common Stock during the same periodis traded on other than a securities exchange, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, then the fair market value per share of Common Stock shall be as determined in good faith by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the contrary, after the date on which a Registration Statement, Statement (as defined in Section 7.1 of the Securities Purchase AgreementAgreement dated February 10, 2003, by and among the Company and the persons listed on the Schedule of Purchasers attached thereto as Exhibit A) has first gone effective, if (i) at any time a Registration Statement is no longer effective and (ii) the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “"fair market value” " of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Nasdaq National Market or other Eligible Market trading market where such Common Stock security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder holders if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “"Bloomberg”") for the 10 ten (10) consecutive trading days immediately preceding such Exercise Datedate, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.Nasdaq

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant pursuant to Section 2.1, unless a registration statement under the Securities Act providing for the resale of the Exercise Shares and the Initial Shares is in effect by payment of cash or by checkthe date that is one hundred and fifty (150) days following the Closing pursuant to the Registration Rights Agreement and such registration statement remains in effect throughout the Effectiveness Period (as defined in the Registration Rights Agreement), the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean (i) (i) shall, if the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed on any established stock exchange or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Nasdaq Global Market for or the Common Stock during Nasdaq Capital Market, be the same period, or, if there is no closing sales price for such periodstock (or the closing bid, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of exercise, as reported for in The Wall Street Journal or such security, other source as the last bid price Board of Directors of the Company deems reliable. In the absence of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of markets for the foregoing basesCommon Stock, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgmentfaith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Preferred Stock to be issued to the Holder (rounded down to the nearest whole share) Y = the number of shares of Common Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Preferred Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected be determined by the Company and reasonably acceptable Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Holder if Bloomberg Financial Markets is not then reporting sales prices Company’s initial public offering of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of its Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the Board product of Directors (i) the per share offering price to the public of the Company in Company’s initial public offering, and (ii) the exercise number of its good faith judgmentshares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, if the Market Price (as defined in the Purchase Agreement, and the fair market value below) of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, elect (the Holder shall "Conversion Right") to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value Market Price of one share of the Company’s Common Stock Exercise Shares (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the "National Market System") of the above calculationNasdaq, the “fair market value” "Market Price" as of one share of Common Stock a specified day shall mean (i) (i) be the average of the closing sales prices for the shares last reported sale price of Common Stock on such exchange or on the NASDAQ Capital National Market System on such date or other Eligible if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market where such System. If the Common Stock is not so listed or traded admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported by Bloomberg Financial Markets on such date (or a comparable reporting service of national reputation selected x) by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, Nasdaq or (iiy) if an Eligible Market is not reports are unavailable under clause (x) above by the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for National Quotation Bureau Incorporated. If the Common Stock during the same period, or, if there is no sales price for such periodnot so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated Market Price as of such date on any of the foregoing bases, the fair market value a specified day shall be as determined in good faith by the Board of Directors of the Company in the exercise of its good faith judgmentCompany.

Net Exercise. If during In the Exercise Period, event of any exercise of this Warrant in connection with a mandatory conversion of the Holder is not permitted to sell Exercise Shares Series B Preferred Stock into shares of the Company’s Common Stock pursuant to the Registration StatementArticle IV, as defined in the Purchase Agreement, and the fair market value of one share Section C(2)(c) of the Common Stock is greater than the Exercise Price (at the date Certificate of calculation as set forth below)Incorporation, in lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 1(b), the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Series B Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Series B Preferred Stock computed using the following formula: Where: X = Y (A-B) A Where X = the The number of shares of Common Series B Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares of Common Series B Preferred Stock purchasable under in respect of which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Series B Preferred Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 1(c), the “fair market value” value of one share of Series B Preferred Stock (or Common Stock, to the extent all such Series B Preferred Stock has been converted into the Company’s Common Stock) as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, however, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial “Price to Public” of one share of such Series B Preferred Stock (or Common Stock issuable upon conversion of such Series B Preferred Stock) specified in the exercise final prospectus with respect to such offering (net of its good faith judgmentapplicable underwriting commissions).

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreementimmediately following an IPO, and if the fair market value of one share of the Company’s Common Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock purchasable under the Warrant (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one value per share of Common Stock shall mean (i) (i) be the average of the closing sales prices for of the shares of Common Stock Stock, on the NASDAQ Capital Market or other Eligible Market where securities exchange on which such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by following the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectivelyInitial Public Offering, “Bloomberg”) for the 10 consecutive five trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not prior to the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for exercise date. If the Common Stock during the same periodis traded on other than a securities exchange, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, then the fair market value per share of Common Stock shall be as determined in good faith by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkfor cash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with notice of such election (a “Net Exercise”). A Holder who Net Exercises shall have the properly endorsed Notice of Exercise rights described in which event Sections 3(b) and 3(c) hereof, and the Company shall issue to the such Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) A Where X = the The number of shares of Common Stock Shares to be issued to the Holder Holder. Y = the The number of shares of Common Stock Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled exercised (at the date of such calculation) ). A = the The fair market value of one share of the Company’s Common Stock (1) Share (at the date of such calculation) ). B = The Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculationthis Warrant, including this Section 4, the “fair market value” value of one share of Common Stock a Share shall mean (ia) (i) if the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or on a comparable reporting service of U.S. national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not securities exchange, then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be deemed to be the closing sale price on such exchange on the applicable date of valuation; (b) if the Common Stock is not traded on any national securities exchange nor quoted on any market quotation system, then the fair market value shall be the value as determined in good faith by the Company’s Board of Directors upon a review of relevant factors, including recent sales of the Company’s securities and the then current valuation determined for purposes of Section 409A of the Internal Revenue Code; and (c) if this Warrant is exercised in connection with the consummation of the Company’s sale of its Common Stock or other securities in the Company’s first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company in pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (such public offering, the exercise “Initial Public Offering”), the fair market value per Share shall be the per share offering price to the public of its good faith judgmentthe Initial Public Offering.

Net Exercise. If during at any time after the Exercise PeriodEffectiveness Deadline there is no effective Resale Registration Statement registering the resale of the Warrant Shares by the Holder, then the Holder is not permitted may elect to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising exercise this Warrant by payment of cash or Net Exercise pursuant to this Section 1(c). At any time that this Warrant may be exercised by checkNet Exercise pursuant to this Section 1(c), if the Company shall receive written notice from the Holder may effect a “net exercise” at the time of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares equal to the value (as determined below) exercise of this Warrant (or that the portion thereof being canceled) by surrender of this Warrant at Holder elects to Net Exercise the principal office of the Company together with the properly endorsed Notice of Exercise in which event Warrant, the Company shall issue deliver to such Holder (without payment by the Holder a of any exercise price in cash) that number of shares of Common Stock Warrant Shares computed using the following formula: Y (A - B) X = Y (A-B) A Where X = the The number of shares of Common Stock Warrant Shares to be issued to the Holder Holder. Y = the The number of shares of Common Stock Warrant Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled cancelled (at the date of such calculation) ). A = the fair market value The Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation) ). B = The Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the calculations). The “fair market valueFair Market Value” of one share of Common Stock shall mean (i) (ix) the average last reported sale price and, if there are no sales, the last reported bid price, of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such last trading day prior to the date of exercise on the trading market on which the Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securitythe Common Stock) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date), or (iiy) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing appliesdoes not apply, the last sales price of such security in the over-the-counter market on the pink sheets by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.) (the “pink sheets”) or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such securityreported, the last bid price of such security the Common Stock as reported by Bloomberg or (ivz) if the fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.-2-

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: Where: X = Y (A-B) A Where X = the The number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Warrant Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (Warrant Share at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share Warrant Share as of Common Stock a particular date shall mean be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the closing price of the securities on such exchange on the date of the exercise of the Warrants; (iii) if traded over-the-counter, the value shall be deemed to be the average of the closing sales bid or sale prices for (whichever is applicable) over the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securitynet exercise; (iii) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; or the per share price of the Company's last equity offering, whichever is lower, provided, that, if the Warrant is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4 above, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: X = Y (A-B) A Where X = the The number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to the net exercise. Y = the The number of shares Warrant Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net exercise election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made. A = the The fair market value of one share of the Company’s Common Stock (Warrant Share at the date of such calculation) time the net exercise election is made. B = The Exercise Price (as adjusted to the date of such calculationthe net exercise) For purposes of the above calculationthis Section 5, the “fair market value” value of one share Warrant Share as of Common Stock a particular date shall mean be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the closing price of the securities on such exchange on the date of the exercise of this Warrant; (iii) if traded over-the-counter, the value shall be deemed to be the average of the closing sales bid or sale prices for (whichever is applicable) over the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securitynet exercise; (iii) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that if this Warrant is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in the exercise final prospectus with respect to such offering; and (iv) if this Warrant is being exercised in connection with a merger or acquisition, the fair market value of its a Warrant Share will be the value offered per such share in such merger or acquisition, as determined in good faith judgmentby the Board of Directors of the Company.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: X = Y (A-B) A Where Where: X = the The number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Warrant Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (Warrant Share at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share Warrant Share as of Common Stock a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market or the Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing sales sale prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets five (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 5) trading day period ending one day prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for five (5) trading day period ending one day prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company in the exercise of its good faith judgmentCompany.

Net Exercise. If during In the Exercise Period, event of any exercise of this Warrant in connection with a mandatory conversion of the Holder is not permitted to sell Exercise Shares Series A Preferred Stock into shares of the Company’s Common Stock pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share Section 2(c) of the Common Stock is greater than Certificate of Designation, Preferences and Rights of the Exercise Price (at the date of calculation as set forth below)Series A Convertible Preferred Stock, in lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 1(b), the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Series A Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Series A Preferred Stock computed using the following formula: Where: X = Y (A-B) A Where X = the The number of shares of Common Series A Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares of Common Series A Preferred Stock purchasable under in respect of which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Series A Preferred Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 1(c), the “fair market value” value of one share of Series A Preferred Stock (or Common Stock, to the extent all such Series A Preferred Stock has been converted into the Company’s Common Stock) as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, however, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial “Price to Public” of one share of such Series A Preferred Stock (or Common Stock issuable upon conversion of such Series A Preferred Stock) specified in the exercise final prospectus with respect to such offering (net of its good faith judgmentapplicable underwriting commissions).

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) X = Y (A-B) --------- A Where Where: X = the The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Common Stock as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 2.1, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledcancelled pursuant to this Section 2.2) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled cancelled pursuant to this Section 2.2 (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Exercise Share (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share Exercise Share shall be determined by the Company’s Board of Common Stock shall mean (i) (i) Directors in good faith; provided, however, that in the average event that this Warrant is exercised pursuant to this Section 2.2 in connection with the closing of the closing sales prices for sale to the public of either shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service units comprised of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average Stock and warrants to purchase shares of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases“Units”), the fair market value per share shall be as determined by the Board product of Directors (i) the per share offering price to the public of the Company Company’s initial public offering, or to the extent Units are sold in such initial public offering, the per Unit offering price of the Company’s initial public offering, in each case in the exercise initial closing of its good faith judgmentthe such offering, and (ii) the number of shares of Common Stock into which each Exercise Share is convertible at the time of such exercise.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to ------------ Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Preferred Stock computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Preferred Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Preferred Stock (or, to the extent all such Preferred Stock has been converted into the Company's Common Stock Stock) as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq Stock Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the initial public offering of the Company, the value will be the initial "Price to Public" of one share of such Preferred Stock (or of the aggregate number of shares of Common Stock issuable upon conversion of such Preferred Stock) specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock Exercise Shares issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of Exercise Share purchasable under the Company’s Common Stock Warrant (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot of one Exercise Share shall be calculated as determined by the Company’s Board of such date on any Directors in good faith; provided, however, that in the event that this Warrant is exercised for Common Stock pursuant to this Section 2.1 in connection with the Company’s initial public offering of the foregoing basesits Common Stock, the fair market value per share shall be as determined by the Board product of Directors (i) the per share offering price to the public of the Company in Company’s initial public offering, and (ii) the exercise number of its good faith judgmentshares of Common Stock into which each Exercise Share issuable hereunder is convertible at the time of such exercise.

Net Exercise. If during the Exercise Period, (i) Subject to the Holder is not permitted to sell satisfying all other exercise obligations hereunder, upon making the Net Exercise Shares pursuant to the Registration StatementElection, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a such number of shares of Common Stock fully paid and non-assessable Shares as is computed using the following formula: X = Y (A-B) A Where where: X = the number of shares of Common Stock Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable Shares exercisable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (Share, as determined pursuant to Section 2(b)(ii), as at the date of such calculation) time the Net Exercise Election is made B = the Exercise Price in effect under this Warrant at the time the Net Exercise Election is made (as adjusted to the date of such calculationii) For purposes of this Section 2(b), fair market value of one Share as of a particular date shall mean: (1) in the above calculationcase of a Liquidation, the amount of Liquidation proceeds to be received by the holders of Shares with respect to such Shares in such Liquidation; (2) in the case of a Stock Sale or a Deemed Liquidation Event, the per Share consideration to be received by the holders of Shares with respect to such Shares pursuant to the definitive documentation effecting such Deemed Liquidation Event; or (3) in the case of an IPO, the initial “fair market valueprice to public” of one share of Common Stock Share specified in the final prospectus with respect to such IPO; or (4) in the case no Exercise Event shall mean (i) (i) have taken place prior to the average of the closing sales prices for the shares of Common Stock Termination Date and this Warrant is exercised on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security Termination Date in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesaccordance with Section 1(c), the fair market value shall be of one Share as determined in good faith by the Board Company’s board of Directors directors on the basis of an arm’s length sale between a willing seller and a willing buyer of the entire capital stock of the Company without applying any discounts in respect of transfer restrictions applying to the Shares or minority interests in the exercise Company; provided, that the Company and the Holder acknowledge and agree that such fair market value and fair market value determination methodology are separate and distinct from, and not determinative of, the fair market value of its good faith judgmentone Share determined in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “409A Price”), or the determination methodology used to determine the 409A Price.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using the following formula: Y(A - B) X = Y (A-B) -------- A Where Where: X = the The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Common Stock as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the Qualified IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, Statement (as defined in the Purchase Subscription Agreement) or pursuant to another registration statement that has been declared effective under Securities Act of 1933, as amended, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market NYSE Amex or other Eligible Market where such the Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 five (5) consecutive trading days immediately preceding such prior to the Exercise Date, or (ii) if an Eligible Market the NYSE Amex is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkAlternatively, the Holder may effect exercise by: (i) delivering a “net exercise” Notice of this Warrant, Exercise to the Founder; and (ii) receiving such lesser number of Ordinary Shares calculated in which event, if so effected, accordance with the Holder shall receive Exercise Shares formula below representing the satisfaction of the payment to the Founder of an amount equal to the value (as determined below) aggregate Exercise Price for the number of this Warrant (or Ordinary Shares being purchased. In the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company Holder chooses to exercise the Purchase Option pursuant to this Agreement in accordance with this Section 6(b) (a “Net Exercise”), the Founder shall issue transfer to the Holder a number of shares of Common Stock Ordinary Shares computed using the following formula: X = Y (A-B) A Where where: X = the number of shares of Common Stock Ordinary Shares to be issued transferred to the Holder Y = the number of shares of Common Stock Ordinary Shares purchasable under the Warrant this Agreement or, if only a portion of the Warrant Purchase Option is being exercised, the portion number of Ordinary Shares for which the Warrant Purchase Option is being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Ordinary Share (at the date of such calculation) B = the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculationthis Section 6(b), the “fair market value” value of one share of Common Stock an Ordinary Share shall mean (i) (i) be the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securitythe Ordinary Shares quoted (i) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on in which the pink sheets or bulletin board for such security as reported by BloombergOrdinary Shares are traded, or if no sales price is so reported (ii) on any exchange or electronic securities market on which the Ordinary Shares are listed for such securitytrading, as applicable, for the last bid price 30 trading days prior to the date of such security as reported by Bloomberg or (iv) if determination of fair market value can(or such shorter period of time during which such Ordinary Shares were traded over-the-counter or on such exchange). If the Ordinary Shares are not be calculated as of such date traded on any of the foregoing basesover-the-counter market, an exchange or an electronic securities market, the fair market value of an Ordinary Share shall be as determined by dividing: (i) the Board of Directors cash price at which a willing seller would sell and a willing buyer would buy all of the Company issued and outstanding Ordinary Shares in a transaction negotiated at arm’s length by unaffiliated third parties, each being apprised of and considering all relevant facts, circumstances and factors, and neither acting under compulsion or time constraints, by (ii) the exercise number of then issued and outstanding Ordinary Shares. In the case of any determination of the fair market value of the Ordinary Shares pursuant to this Section 6(b), fair market value shall not include any discount (i) by reason of such Ordinary Shares representing a minority interest, or (ii) to reflect the fact that such Ordinary Shares are illiquid and subject to the restrictions on transfer set forth in this Agreement, the Shareholders Agreement, the Right of First Refusal and Co-Sale Agreement, dated June 24, 2009, by and among the Company, the Founder, the Holder and other parties thereto (the “ROFR Agreement”) and the Memorandum and Articles. If the Founder and the Holder cannot agree on the fair market value of an Ordinary Share within 30 days after the date upon which the Holder delivers a Notice of Exercise to the Founder (the “Negotiation Period”), the valuation shall be made by an appraiser of internationally recognized standing designated jointly by the Founder and the Holder within ten days after the expiration of the Negotiation Period or, if they cannot so agree on an appraiser, such dispute shall be promptly referred to the HKIAC and an appraiser of nationally recognized standing shall be appointed thereby. The valuation shall be made by such appraiser within 20 days of its good faith judgmentdesignation by the HKIAC. Any valuation made by an appraiser under this Section 6(b) shall be determinative of such value and binding upon the Founder and the Holder. The cost of such valuation shall be borne equally by the Founder and the Holder, but each party shall bear its own legal expenses, if any, incurred in connection therewith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Corporation's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Corporation together with the properly endorsed Notice of Exercise in which event the Company Corporation shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Corporation's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean mean, as of any date, (ia) (i) if the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed on a national securities exchange, the closing or traded opening price as reported by Bloomberg Financial Markets for composite transactions for such date, (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (iib) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during is not so listed but is traded on the same periodNASDAQ National Market or SmallCap Market, the closing or opening price as reported on the NASDAQ National Market or SmallCap Market on such date or, if there is no sales price for sale occurred on a trading day, then the mean between the highest bid and the lowest asked prices as of the close of business on such periodtrading day, as reported on the last sales price reported by Bloomberg for such periodNASDAQ National Market or SmallCap Market, or (iiic) if neither of the foregoing appliesCommon Stock is not traded on a national securities exchange or the NASDAQ National Market or SmallCap Market, the last sales price of such security in the but is otherwise traded over-the-counter market counter, the arithmetic average of the highest bid and lowest asked prices on such date as quoted on the pink sheets National Association of Securities Dealers Automated Quotation System or bulletin board for such security as reported by Bloombergan equivalent generally accepted reporting service, or (d) if no sales price is so reported for such securitythe Corporation completes a transaction in which it ceases to be a publicly-traded company, the last bid highest price of such security as reported by Bloomberg paid to the Corporation's stockholders (on a per share basis) for their Common Stock or (ive) if fair market value cannot be calculated as of such date on any none of the foregoing basesabove apply, the fair market value shall be as determined a determination made in good faith by the Corporation's Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to ------------ Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Preferred Stock computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Preferred Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Common Preferred Stock as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq Stock Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Preferred Stock specified in the final prospectus with respect to such offering. Notwithstanding any of the preceding, only thirty percent (30%) of the total number of Shares initially issuable upon exercise of its good faith judgmentthis Warrant (which number is subject to adjustment pursuant to Section 9 hereof) may be exercised by the Holder pursuant to this Section 5. The remaining seventy percent (70%) are only exercisable pursuant to Section 4 hereof.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkAlternatively, the Holder may effect a “net exercise” of , in whole or in part, the purchase rights evidenced hereby by: (i) surrendering this Warrant, together with a notice of exercise in which eventthe form attached as Exhibit A hereto, if so effected, to the Holder shall receive Exercise Company at its principal offices; and (ii) receiving such lesser number of Preferred Shares calculated in accordance with the formula below representing the satisfaction of the payment to the Company of an amount equal to the value aggregate Exercise Price for the number of Preferred Shares being purchased. In the event a Holder chooses to exercise the purchase rights evidenced hereby in accordance with this Section 6(b) (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event a “Net Exercise”), the Company shall issue to the such Holder a number of shares of Common Stock Preferred Shares computed using the following formula: X = Y (A-B) A Where where: X = the number of shares of Common Stock Preferred Shares to be issued to the Holder Y = the number of shares of Common Stock Preferred Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion number of the Preferred Shares for which this Warrant is being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Preferred Share (at the date of such calculation) B = the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculationthis Section 6(b), the “fair market value” value of one share of Common Stock a Preferred Share shall mean (i) (i) be the average of the closing sales prices for of the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets Preferred Shares (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares number of Common Stock, Shares into which the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or Preferred Shares are convertible) quoted (iiii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on in which the pink sheets Preferred Shares (or bulletin board for such security as reported by BloombergCommon Shares) are traded, or if no sales price is so reported (ii) on any exchange or electronic securities market on which the Preferred Shares (or Common Shares) are listed for such securitytrading, as applicable, for the last bid price 30 trading days prior to the date of such security as reported by Bloomberg or (iv) if determination of fair market value can(or such shorter period of time during which such Preferred Shares (or Common Shares) were traded over-the-counter or on such exchange). If the Preferred Shares (or Common Shares) are not be calculated as of such date traded on any of the foregoing basesover-the-counter market, an exchange or an electronic securities market, the fair market value of a Preferred Share shall be as determined by dividing: (i) the Board of Directors cash price at which a willing seller would sell and a willing buyer would buy all of the issued and outstanding Preferred Shares in a transaction negotiated at arm’s length by unaffiliated third parties, each being apprised of and considering all relevant facts, circumstances and factors, and neither acting under compulsion or time constraints, by (ii) the number of then issued and outstanding Preferred Shares. In the case of any determination of the fair market value of the Preferred Shares pursuant to this Section 6(b), fair market value shall not include any discount (i) by reason of such Preferred Shares representing a minority interest, or (ii) to reflect the fact that such Preferred Shares are illiquid and subject to the restrictions on transfer set forth in this Warrant and the Shareholders Agreement. If the Company and the Holder cannot agree on the fair market value of a Preferred Share within 30 days after the date upon which the Holder surrenders this Warrant, together with a notice of exercise in the exercise form attached as Exhibit A hereto, to the Company at its principal offices (the “Negotiation Period”), the valuation shall be made by an appraiser of nationally recognized standing designated jointly by the Company and the Holder within ten days after the expiration of the Negotiation Period or, if they cannot so agree on an appraiser, such dispute shall be promptly referred to the AAA and an appraiser of nationally recognized standing shall be appointed thereby. The valuation shall be made by such appraiser within 20 days of its good faith judgmentdesignation by the AAA. Any valuation made by an appraiser under this Section 6(b) shall be determinative of such value and binding upon the Company and the Holder. The cost of such valuation shall be borne equally by the Company and the Holder, but each party shall bear its own legal expenses, if any, incurred in connection therewith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkfor cash, the Holder may effect a “net exercise” of elect (unless this Warrant, in which event, if so effected, the Holder shall Warrant is being automatically converted pursuant to Section 3(d) above) to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender of this Warrant at the principal office of the Company together with notice of such election (a “Net Exercise”). A Holder who Net Exercises shall have the properly endorsed Notice of Exercise rights described in which event Sections 3(b) and 3(c) hereof, and the Company shall issue to the such Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-Y(A – B) A Where X = the The number of shares of Common Stock Shares to be issued to the Holder Holder. Y = the The number of shares of Common Stock Shares purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled cancelled (at the date of such calculation) ). A = the The fair market value of one share of the Company’s Common Stock (1) Share (at the date of such calculation) ). B = The Exercise Price (as adjusted to the date of such calculation) calculations). For purposes of the above calculationthis Section 4, the “fair market value” value of one share of Common Stock a Share shall mean (i) (i) the average of the closing sales prices for price of the Shares (or equivalent shares of Common Stock on underlying the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securityShares) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security quoted in the over-the-counter market in which the Shares (or equivalent shares of Common Stock underlying the Shares) are traded or the closing price quoted on any exchange or electronic securities market on which the pink sheets Shares (or bulletin board equivalent shares of Common Stock underlying the Warrants) are listed, whichever is applicable, as published in The Wall Street Journal for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price thirty (30) trading days prior to the date of such security as reported by Bloomberg or (iv) if determination of fair market value cannot be calculated as (or such shorter period of time during which such date Shares were traded over-the-counter or on any of such exchange). In the foregoing basesevent that this Warrant is exercised pursuant to this Section 4 in connection with the Initial Public Offering, the fair market value per Share shall be the product of (a) the per share offering price to the public of the Common Stock in the Initial Public Offering, and (b) the number of shares of Common Stock into which each Share is convertible at the time of such exercise. If the Shares are not traded on the over-the-counter market, an exchange or an electronic securities market, the fair market value per Share shall be the product of (x) the fair market value of a share of Common Stock (as set forth in the Company’s latest 409A Valuation Report), as determined in good faith by the Company’s Board of Directors and (y) the number of shares of Common Stock into which each Share is convertible at the time of such exercise, unless the Company shall become subject to a Corporate Transaction, in which case the exercise fair market value of its good faith judgmenta Share shall be deemed to be the value received by the holders of a Share pursuant to such Corporate Transaction.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Warrant Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (Warrant Share at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share Warrant Share as of Common Stock a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid and offer prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company in the exercise of its good faith judgmentCompany.

Net Exercise. If during The Exercise Price also may be paid at the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value Holder’s election by surrender of one share all or a portion of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise for Warrant Shares equal to the value (as determined below) of be exercised under this Warrant (or “Net Exercise”). If the portion thereof being canceled) by surrender of this Warrant at Holder elects the principal office of Net Exercise method, the Company together will issue Warrant Shares in accordance with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (AY(A-B) A Where Where: X = the number of shares of Common Stock Warrant Shares to be issued to upon the Holder Net Exercise of the Warrant Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) Shares to be surrendered A = the fair market value of one (1) share of the Company’s Common Stock (at on the date of such calculation) exercise of this Warrant B = the Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share value of Common Stock shall mean the following (“Fair Market Value”): (i) if the exercise is in connection with an Initial Public Offering of the Company’s Common Stock, and if the Company’s Registration Statement relating to such Initial Public Offering has been declared effective by the SEC, then the fair market value per share shall be the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering; (iii) if the exercise is not in connection with an Initial Public Offering, and: (A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the average of the closing sales prices for over a five (5) day period ending three days before the shares day the fair market value of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets being determined; or (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (iiB) if an Eligible Market the Common Stock is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, fair market value shall be deemed to be the average of the reported sales closing bid and asked prices reported by Bloomberg quoted on the principal Trading Market for market on which or through which the Common Stock during is traded over the same period, five (5) day period ending three days before the day the fair market value of the Common Stock is being determined; or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of at any time the foregoing applies, the last sales price of such security Common Stock is not listed on any securities exchange or traded in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesmarket, the fair market value of the Common Stock shall be the highest price per share which the Company could obtain from a willing buyer (other than an employee, director or “Affiliate” of the Company, as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) for Common Stock sold by the Company, as determined in good faith by the its Board of Directors (which determination shall take into consideration any available appraisals); or (iv) if property in addition to or in substitution for Common Stock shall be issuable upon exercise of the Company Warrant, the fair market value of such property (to the extent such property does not include a security, in the exercise of its which case fair market value shall be calculated as provided in Section 1(c)(i) - (iii) above), shall be determined in good faith judgmentby the Company’s Board of Directors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Company’s Common Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock purchasable under the Warrant (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected be determined by the Company and reasonably acceptable Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 1.1 in connection with the Holder if Bloomberg Financial Markets is not then reporting sales prices Company’s initial public offering of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of its Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the Board product of Directors (i) the per share offering price to the public of the Company in Company’s initial public offering, and (ii) the exercise number of its good faith judgmentshares of Common Stock into which each share of Common Stock issuable hereunder is convertible at the time of such exercise.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Corporation's Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Corporation together with the properly endorsed Notice of Exercise in which event the Company Corporation shall issue to the Holder a number of shares of Common Preferred Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Preferred Stock to be issued to the Holder Y = the number of shares of Common Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Corporation's Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Preferred Stock shall be determined by the Corporation's Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 at a time when the Corporation's Common Stock is traded in a public market, the fair market value per share shall mean be closing sales price of the Common Stock as reported by such market for the business day immediately proceeding the date of exercise multiplied by (i) (i) one, if the average of the closing sales prices Warrant is exercisable for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise DateStock, or (ii) if an Eligible Market is not the principal Trading Market for the number of shares of Common Stock, the average Stock into which each share of the reported sales prices reported by Bloomberg on class of stock issuable pursuant to this Warrant is convertible at the principal Trading Market for the Common Stock during the same period, ortime of such exercise, if there the Warrant is no sales price exercisable for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither shares of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgmentCorporation's capital stock other than Common Stock.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly completed and endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean (i) (i) the average of the closing sales bid and asked prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security quoted in the over-the-counter market in which the Common Stock is traded or the closing price quoted on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of The Wall Street Journal for the ten (10) trading days prior to the date on which this Warrant is surrendered and payment of the Exercise Price has been paid (or such shorter period of time during which such stock was traded over-the-counter or on such exchange). If the Common Stock is not traded on the pink sheets over-the-counter market or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesan exchange, the fair market value shall be as determined the price per share that the Company could obtain from a willing buyer for Common Stock sold by the Company from authorized but unissued shares, as such price shall be determined in good faith by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Exercise Share (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, prior to the “IPO, the fair market value” value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith. If this Warrant is exercised pursuant to this Section 2.1 in connection with the Company’s IPO, the foregoing calculation shall be made on an as-converted to common stock basis, with the fair market value per Exercise Share equal to the per share offering price to the public of Common Stock the Company’s IPO. If this Warrant is exercised after the Company’s IPO, the fair market value per share shall mean be determined as follows: (i) (i) the average of the closing sales prices for the shares of Common Stock if traded on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basessecurities exchange, the fair market value shall be as the average of the closing prices over a five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined; (ii) if actively traded over-the-counter, the fair market value shall be the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined; or (iii) if not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the fair market value shall be determined in good faith by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkAlternatively, the Holder may effect exercise by: (i) delivering a “net exercise” Notice of this Warrant, Exercise to the Founder; and (ii) receiving such lesser number of Ordinary Shares calculated in which event, if so effected, accordance with the Holder shall receive Exercise Shares formula below representing the satisfaction of the payment to the Founder of an amount equal to the value (as determined below) aggregate Exercise Price for the number of this Warrant (or Ordinary Shares being purchased. In the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company Holder chooses to exercise the Purchase Option pursuant to this Agreement in accordance with this Section 6(b) (a “Net Exercise”), the Founder shall issue transfer to the Holder a number of shares of Common Stock Ordinary Shares computed using the following formula: X = Y (A-B) A Where where: X = the number of shares of Common Stock Ordinary Shares to be issued transferred to the Holder Y = the number of shares of Common Stock Ordinary Shares purchasable under the Warrant this Agreement or, if only a portion of the Warrant Purchase Option is being exercised, the portion number of Ordinary Shares for which the Warrant Purchase Option is being canceled exercised (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Ordinary Share (at the date of such calculation) B = the Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculationthis Section 6(b), the “fair market value” value of one share of Common Stock an Ordinary Share shall mean (i) (i) be the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securitythe Ordinary Shares quoted (i) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on in which the pink sheets or bulletin board for such security as reported by BloombergOrdinary Shares are traded, or if no sales price is so reported (ii) on any exchange or electronic securities market on which the Ordinary Shares are listed for such securitytrading, as applicable, for the last bid price 30 trading days prior to the date of such security as reported by Bloomberg or (iv) if determination of fair market value can(or such shorter period of time during which such Ordinary Shares were traded over-the-counter or on such exchange). If the Ordinary Shares are not be calculated as of such date traded on any of the foregoing basesover-the-counter market, an exchange or an electronic securities market, the fair market value of an Ordinary Share shall be as determined by dividing: (i) the Board of Directors cash price at which a willing seller would sell and a willing buyer would buy all of the Company issued and outstanding Ordinary Shares in a transaction negotiated at arm’s length by unaffiliated third parties, each being apprised of and considering all relevant facts, circumstances and factors, and neither acting under compulsion or time constraints, by (ii) the exercise number of then issued and outstanding Ordinary Shares. In the case of any determination of the fair market value of the Ordinary Shares pursuant to this Section 6(b), fair market value shall not include any discount (i) by reason of such Ordinary Shares representing a minority interest, or (ii) to reflect the fact that such Ordinary Shares are illiquid and subject to the restrictions on transfer set forth in this Agreement, the Shareholders Agreement, the Right of First Refusal and Co-Sale Agreement, dated January 15, 2010, by and among the Company, the Founder, the Holder and other parties thereto (the “ROFR Agreement”) and the Memorandum and Articles. If the Founder and the Holder cannot agree on the fair market value of an Ordinary Share within 30 days after the date upon which the Holder delivers a Notice of Exercise to the Founder (the “Negotiation Period”), the valuation shall be made by an appraiser of internationally recognized standing designated jointly by the Founder and the Holder within ten days after the expiration of the Negotiation Period or, if they cannot so agree on an appraiser, such dispute shall be promptly referred to the HKIAC and an appraiser of nationally recognized standing shall be appointed thereby. The valuation shall be made by such appraiser within 20 days of its good faith judgmentdesignation by the HKIAC. Any valuation made by an appraiser under this Section 6(b) shall be determinative of such value and binding upon the Founder and the Holder. The cost of such valuation shall be borne equally by the Founder and the Holder, but each party shall bear its own legal expenses, if any, incurred in connection therewith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean (i) (i) the average of the closing sales bid and asked prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security quoted in the over-the-counter market in which the Common Stock is traded or the closing price quoted on any exchange on which the pink sheets or bulletin board Common Stock is listed, whichever is applicable, as published in the Western Edition of The Wall Street Journal for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price ten (10) trading days prior to the date of such security as reported by Bloomberg or (iv) if determination of fair market value cannot (or such shorter period of time during which such stock was traded over-the-counter or on such exchange); provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be calculated as of such date on any the per share offering price of the foregoing basesCommon Stock to the public. If the Common Stock is not traded on the over-the-counter market or on an exchange, the fair market value shall be as determined the price per share that the Company could obtain from a willing buyer for Common Stock sold by the Company from authorized but unissued shares, as such price shall be determined in good faith by the Company’s Board of Directors (excluding for purposes of this calculation any director designated by the Holder or any of the Company in the exercise of its good faith judgmentHolder’s affiliates).

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Series A Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Series A Common Stock computed using the following formula: Y (A - B) ----- X = Y (A-B) A Where Where: X = the The number of shares of Series A Common Stock to be issued to the Holder pursuant to this net exercise option; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Series A Common Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 4.3, the “fair market value” value of one share of Series A Common Stock as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing bid or sales prices for whichever is applicable of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Series A Common Stock specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration StatementHolder, as defined then this Warrant may also be exercised, in the Purchase Agreementwhole or in part, and at such time by means of a “cashless exercise.” In such event, if the fair market value of one share of the Common Stock Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Shares to be issued to the Holder Y = the number of shares of Common Stock Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share Share of the Company’s Common Stock Company (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one Share shall be determined by the Company’s Board of Directors or similar governing body in good faith; provided, however, that the fair market value per share shall mean: (x) if traded on a securities exchange or the NASDAQ National Market, the fair market value of Common Stock the Shares shall mean be deemed to be the closing or last reported sale price of the Shares on such exchange or market on the business day prior to the date of calculation, or (iy) (i) if otherwise traded in an over-the-counter market, fair market value of the Shares shall be deemed to be the average of the closing sales bid and ask prices for of the shares of Common Stock Shares on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable business day prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices date of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgmentcalculation.

Net Exercise. If during the Exercise Period(a) In lieu of payment in cash, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined rights represented by this Warrant may also be exercised at any time by a written notice of exercise in the Purchase Agreementform of Exhibit A attached hereto, and providing for the fair market value net exercise of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, for the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender exercised), specifying that this net exercise election has been made, and the net number of this Warrant at Shares to be issued after giving effect to such net exercise. In the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Warrantholder makes such election, Company shall issue to the Holder Warrantholder a number of shares of Common Stock Warrant Shares computed using the following formula: X = Y (AY(A-B) A Where Where: X = the number of shares of Common Stock Warrant Shares to be issued to the Holder Warrantholder Y = the number of shares of Common Stock Warrant Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled exercised (at as of the date of such calculationnet exercise) A = the fair market value Fair Market Value of one Share of Common Stock (as of the date of such net exercise) B = Exercise Price of one Share of Common Stock (as adjusted to the date of such net exercise) (b) For purposes of this Section 2.2, the “Fair Market Value” of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted shall be equal to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean either (i) if the exercise of this Warrant occurs in connection with an initial public offering of the Company, then the Fair Market Value shall be equal to the “initial price to public” specified in the final prospectus with respect to the initial public offering, or (iii) if the exercise of this Warrant occurs after an initial public offering of the Company but not in connection therewith, then the Fair Market Value shall be equal to the average of the closing sales prices for price(s) of the shares of Company’s Common Stock as quoted over the counter or on any exchange on which the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets such closing prices are published in The Wall Street Journal for the fifteen (15) trading days (or such lesser number of trading days as the stock may have been actually trading) ending on the day prior to the date of determination of Fair Market Value. Notwithstanding the foregoing, if the Warrant is exercised in connection with a comparable reporting service merger or sale of all or substantially all of the Company’s assets, Fair Market Value shall mean the value that would have been allocable to or received in respect of a Warrant Share had the Warrant been exercised prior to such merger or sale. If the Common Stock is not traded Over The Counter or on an exchange, or if the Warrant is not exercised in connection with a merger or sale of all or substantially all of its assets, then the Fair Market Value shall be reasonably determined in good faith by the Board of Directors. If the Warrantholder hereof does not agree with the determination of Fair Market Value as determined by the Board of Directors, the Company and the Warrantholder hereof shall negotiate an appropriate Fair Market Value. If after ten (10) days, the Company and the Warrantholder cannot agree, then the Warrantholder may request that the Fair Market Value be determined by an investment banker of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices Warrantholder. The fees and expenses of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value investment banker shall be borne by the Company unless the Fair Market Value determined by such investment banker is equal to or less than the Fair Market Value as determined by the Board Company, in which event the fees and expenses of Directors of such investment banker shall be borne by the Company in the exercise of its good faith judgmentWarrantholder hereof.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the that portion of the this Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Exercise Share (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, if the “Company’s Common Stock is traded in a public market, the fair market value” value per share shall be the product of one share of Common Stock shall mean (i) (i) the average of the closing sales prices of a share of Common Stock reported for the five business days immediately before Holder delivers its Notice of Exercise to the Company and (ii) the number of shares of Common Stock on into which each Exercise Share is convertible at the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices time of such security) (collectivelyexercise provided, “Bloomberg”) for however, that in the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market event that this Warrant is not exercised pursuant to this Section 2.1 in connection with the principal Trading Market for the shares Company’s initial public offering of its Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as 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 Exercise Share is convertible at the time of such exercise. If the Company’s Common Stock is not traded in a public market, the fair market value of one Exercise Share shall be determined by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentfaith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a elect (the “net exercise” of this Warrant, in which event, if so effected, the Holder shall Conversion Right”) to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Preferred Stock to be issued to the Holder Y = the number of shares of Common Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Preferred Stock shall mean be: (ia) the product of (i) the average daily Market Price (as defined below) during the period of the closing sales prices most recent 10 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 and (ii) the number of shares of the Common Stock (as defined herein) into which each Exercise Share is convertible on such date; or (b) if no class of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is then listed or traded as reported by Bloomberg Financial Markets (admitted to trading on any national securities exchange or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security quoted in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesmarket, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. (c) If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the “National Market System”) of the Nasdaq, the Market Price as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the Nasdaq or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price as of a specified day shall be determined in good faith by the Board of Directors of the Company in the exercise of its good faith judgmentCompany.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 5, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) X= --------- A Where: X = Y (A-B) A Where X = the The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 6, the “fair market value” value of one share of Common Stock as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial "Price to Public" of one share of such Common Stock specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceledexercised) by surrender delivery of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under Exercise Shares for which the Holder has elected to exercise this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Exercise Share (at the date of such calculationexercise) B = Exercise Price in effect (as adjusted to the date of such calculationexercise) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot of one Exercise Share shall be calculated as determined by the Company’s board of such date on any directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Company’s initial public offering of the foregoing basesits Common Stock, the fair market value per Exercise Share shall be as determined by the Board product of Directors (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 of Preferred Stock is convertible at the time of such exercise. In the event the Company consummates an initial public offering during the Exercise Period, immediately prior to the closing of the Company’s initial public offering, this Warrant shall become exercisable for that number of shares of Common Stock of the Company into which the Exercise Shares issuable under this Warrant would then be convertible, so long as such shares, if such Exercise Shares had been exercised prior to such offering, would have been converted into shares of the Company’s Common Stock pursuant to the automatic conversion provisions (or otherwise) of the Company’s Amended and Restated Certificate of Incorporation. In the event this Warrant remains unexercised in whole or in part at the exercise expiration of its good faith judgmentthe Exercise Period and the fair market value of one Exercise Share is greater than the Exercise Price (at such time), this Warrant shall be deemed to be exercised automatically to the extent then exercisable for Exercise Shares pursuant to the provisions of this Section 2.1, without any further action on behalf of the Holder or the Company, immediately prior to the expiration of the Exercise Period.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock Shares is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Shares to be issued to the Holder Y = the number of shares of Common Stock Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share Share of the Company’s Common Stock Company (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one Share shall be determined by the Company’s Board of Directors or similar governing body in good faith but shall in no event be less than the then-current liquidation value thereof; provided, however, that in the event the Company makes an initial public offering of its Shares the fair market value per share shall mean: (x) if traded on a securities exchange or the NASDAQ National Market, the fair market value of Common Stock the Shares shall mean (i) (i) be deemed to be the average of the closing sales or last reported sale prices for of the shares of Common Stock Shares on such exchange or market over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30-day period ending five business days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices date of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Datecalculation, or (iiy) if otherwise traded in an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloombergmarket, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value Shares shall be as determined by deemed to be the Board of Directors average of the Company in closing bid and ask prices of the exercise Shares over the 30-day period ending five business days prior to the date of its good faith judgmentcalculation.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Company’s Series B Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Series B Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Series B Preferred Stock to be issued to the Holder Y = the number of shares of Common Series B Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Series B Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Series B Preferred Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected be determined by the Company and reasonably acceptable Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Holder if Bloomberg Financial Markets is not then reporting sales prices Company’s initial public offering of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of its Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the Board product of Directors (i) the per share offering price to the public of the Company in Company’s initial public offering, and (ii) the exercise number of its good faith judgmentshares of Common Stock into which each share of Series B Preferred Stock is convertible at the time of such exercise.

Net Exercise. If during (a) For purposes of this section 8, a "Net Exercise" is a transaction in which (i) an Option Holder exercises all or a portion of the Exercise PeriodConverted Option, the Holder is not permitted to sell Exercise Shares pursuant (ii) AFC issues to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Option Holder a number of shares of AFC Common Stock computed using equal to the following formula: X = Y excess of (A-B) A Where X = the number of shares of AFC Common Stock to be issued for which the Converted Option is exercised over (B) the smallest number of whole shares of AFC Common Stock that have an aggregate Fair Market Value (as defined below) at least equal to the Holder Y = aggregate Exercise Price that is due to AFC and (iii) AFC waives payment of the Exercise Price and cancels the Converted Option as to the number of shares of AFC Common Stock purchasable described in section 8(a)(ii)(B). (b) If the Option Holder of a Converted Option that was granted in substitution for a LISB Option granted under the Warrant orLISB Directors Plan requests a Net Exercise of all or any portion of a Converted Option and establishes to the satisfaction of AFC that he owns, if only and has owned for a period of at least six (6) months, shares of AFC Common Stock having an aggregate Fair Market Value at least equal to the aggregate Exercise Price of that portion of the Warrant Converted Option that is being exercised, AFC shall approve such request. If AFC, in its discretion, elects to treat a request for a Cashless Exercise as a request for a Net Exercise pursuant to section 7(b)(ii), it shall approve such deemed request. The Option Holder shall not have the portion right to request, nor shall AFC have any obligation to consider or approve, a request for a Net Exercise in any other circumstances. (c) If a request for a Net Exercise is approved, AFC shall (i) cancel the Option Holder's Converted Option with respect to the entire number of shares of AFC Common Stock to which the Warrant Net Exercise is applicable; (ii) issue to the Option Holder a number of shares of AFC Common Stock equal to excess of (A) the number of shares of AFC Common Stock for which the Converted Option is being canceled over (at B) the smallest number of whole shares of AFC Common Stock that have an aggregate Fair Market Value as of the date of such calculationexercise at least equal to the aggregate Exercise Price that is due to AFC and (iii) A = the fair market value of one share waive payment of the Company’s Exercise Price in exchange for cancellation of the Converted Option as to the number of shares of AFC Common Stock described in section 8(c)(ii)(B). (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculationd) For purposes of the above calculationthis section 8 and section 13(d), the “fair market value” "Fair Market Value" of one a share of AFC Common Stock shall mean (i) on any date means: (i) the average of the closing highest and lowest reported sales prices on the date in question (or if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) as reported in the principal consolidated reporting system with respect to securities listed or admitted to trading on the principal United States securities exchange (including the Nasdaq Stock Market as a national securities exchange for this purpose) on which the shares of AFC Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is are then listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable admitted to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, trading; or (ii) if an Eligible Market is not the principal Trading Market for the shares of AFC Common StockStock are not listed or admitted to trading on any such exchange, the average of the reported sales prices reported by Bloomberg closing high bid and low asked quotations with respect to a share of AFC Common Stock on such date on the principal Trading Market for the Common Stock during the same periodNational Association of Securities Dealers Automated Quotations System, or, if there no such quotation is no sales price for such periodprovided, on another similar system, selected by the last sales price reported by Bloomberg for such periodAFC Committee (as defined below), then in use; or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or sections 8(d)(i) and (ivii) if fair market value canare not be calculated as of such date on any of the foregoing basesapplicable, the fair market value shall be of a share of AFC Common Stock as determined by the Board of Directors of the Company AFC Committee may determine in the exercise of its good faith judgmentfaith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, or by cancellation of indebtedness, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Nasdaq Global Market or other Eligible Market trading market where such Common Stock security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Datedate, or (ii) if an Eligible the Nasdaq Global Market is not the principal Trading Market trading market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market trading market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Exercise Share (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one Exercise Share shall be determined by the Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of Common Stock shall mean (i) (i) the average per share offering price to the public of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company Company’s initial public offering, and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the number of shares of Common Stock, into which each Exercise Share is convertible at the average time of such exercise; provided, further, if this Warrant is exercised after, and not in connection with, the reported sales prices reported by Bloomberg on Company’s initial public offering, and if the principal Trading Market for the Company’s Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, traded on a securities exchange or (iii) if neither of the foregoing applies, the last sales price of such security in the The Nasdaq Stock Market or actively traded over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basescounter, the fair market value per share shall be as determined by deemed to be the Board product of Directors (x) the closing bid quotation for a share of the Company in Company’s Common Stock as of the exercise close of its good faith judgmentthe last trading day occurring prior to the day on which this Warrant is being exercised and (y) the number of shares of Common Stock into which each Exercise Share is convertible on such date.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, if the Fair Market Value (as defined in the Purchase Agreement, and the fair market value below) of one share of the Common Stock Share is greater than the Exercise Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Restated Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares equal to the value (as determined below) of this Restated Warrant (or the portion thereof being canceled) by surrender of this Restated Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of shares of Common Stock Shares computed using the following formula: X = Y (A-B) A Where Where: X = the number of shares of Common Stock Shares to be issued to the Holder Y = the number of shares of Common Stock Shares purchasable under the Restated Warrant or, if only a portion of the Restated Warrant is being exercised, the portion of the Restated Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Share (at the date of such calculation) B = Exercise the Warrant Price (as adjusted to the date of such calculation) For purposes of the above calculationthis Restated Warrant, the “fair market value” value of one Share (the "Fair Market Value") shall mean, with respect to each such Share, (A) if the exercise is in connection with an initial public offering of the Company's Common Stock, and if the Company's registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the Fair Market Value shall be the product of (x) the initial "Price to Public" per share specified in the final prospectus with respect to the offering and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible at the date of calculation; (B) if this Restated Warrant is exercised after, and not in connection with, the initial public offering of the Company's Common Stock, and if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market or actively traded over-the-counter: (1) if the Company's Common Stock is traded on a securities exchange or The Nasdaq Stock Market, the Fair Market Value shall mean be deemed to be the product of (i) (ix) the average of the closing sales prices for over the 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock into which each such Share is convertible on such date; or (2) if the NASDAQ Capital Market or other Eligible Market where such Company's Common Stock is listed or actively traded as reported by Bloomberg Financial Markets over-the-counter, the Fair Market Value shall be deemed to be the product of (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such securityx) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported closing bid or sales prices reported by Bloomberg on price (whichever is applicable) over the principal Trading Market for 20 day period ending three days before the date of calculation and (y) as applicable, the number of shares of Common Stock during the same period, into which each such Share is convertible on such date; or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iiiC) if neither of the foregoing applies(A) nor (B) is applicable, the last sales price Fair Market Value of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value share shall be as determined by the Company's Board of Directors of the Company in the exercise of its good faith judgmentfaith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and Period the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), and a registration statement covering the shares that are the subject of the Exercise Notice (the “Unavailable Exercise Shares”) or an exemption from registration is not available for the resale of the Unavailable Exercise Shares, in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Exercise Shares with respect to which this Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) exercised A = the fair market value Fair Market Value (as defined below) of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculationthis Warrant, the “fair market valueFair Market Value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices price for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such the Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for on the 10 consecutive last trading days immediately preceding such day prior to the Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported closing sales prices price reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, on the last sales price reported by Bloomberg for such periodtrading day prior to the Exercise Date, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment. For purposes of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Exercise Shares issued in a net exercise pursuant to this Section 2.1 shall be deemed to have been acquired by the Holder, and the holding period for the Exercise Shares shall be deemed to have commenced, on the date this Warrant was originally issued.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to ------------ Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common pursuant to this net exercise; Stock to be issued to the Holder Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share time the net issue election is of the Company’s Common Stock (at the date of such calculation) made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Common Stock as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of one share of such Common Stock specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the issuance of the Exercise Shares to the Holder is not permitted to sell Exercise Shares pursuant to covered by the Registration Statementregistration statement on Form S-3 (File No. 333-205704) or any other effective registration statement under the Securities Act of 1933, as defined in the Purchase Agreementamended, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu the Company shall be permitted to satisfy its obligation to issue the shares to be issued on exercise of exercising this Warrant by payment of cash or by checkissuing to the Holder, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, and the Holder shall receive Exercise Shares be permitted to exercise all or part of this Warrant by electing to receive, shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender ), in lieu of this Warrant at paying the principal office Exercise Price in immediately available funds. Upon delivery of the Company together with the a properly endorsed Notice of Exercise in which event Exercise, the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of for which the Warrant is then being exercised, the portion exercised if such exercise were by means of the Warrant being canceled (at the date of such calculation) a cash exercise rather than a cashless exercise A = the fair market value last Weighted Average Price immediately preceding the time of one share delivery of the CompanyNotice of Exercise giving rise to the applicable “cashless exercise”, as set forth in the applicable Notice of Exercise (to clarify, the “last Weighted Average Price” will be the last Weighted Average Price as calculated over an entire Trading Day such that, in the event that this Warrant is exercised at a time that the Principal Market is open, the prior Trading Day’s Common Stock (at the date of such Weighted Average Price shall be used in this calculation) B = Exercise Price (as adjusted to in effect at the date time of exercise If Exercise Shares are issued in such calculationa cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) For purposes of the above calculationSecurities Act, the “fair market value” of one share of Common Stock Exercise Shares shall mean (i) (i) take on the average registered characteristics of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market Warrants being exercised. The Company agrees not to take any position contrary to this Section 2.2, subject to any change in applicable law, regulation or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgmentguidance.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Company's Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” may, commencing on May 12, 2004 and thereafter for the full term of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean be on any particular date (i) (ia) the average last reported closing bid price per share of Common Stock on such date on the Nasdaq SmallCap Market (or the Nasdaq National Market, as the case may be), or (b) if there is no such price on such date, then the closing bid price on the Nasdaq SmallCap Market (or the Nasdaq National Market, as the case may be) on the date nearest preceding such date, or (c) if the Common Stock is not then listed or quoted on the Nasdaq SmallCap Market or the Nasdaq National Market, and if prices for the Common Stock are then reported in the "pink sheets" published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the closing sales prices for Common Stock so reported, or (d) if the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is are not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basespublicly traded, the fair market value shall be of a share of Common Stock as determined in good faith by the Board of Directors of the Company in the exercise of its good faith judgmentCompany.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in 1) In lieu of exercising this Warrant by payment of cash in cash, or by checkcheck or wire transfer, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) exercised), at any time after the date hereof and before the end of the Warrant Expiration Date, by surrender of this Warrant at the principal executive office of the Company Company, together with the properly endorsed Notice of Exercise in the form annexed hereto, in which event the Company shall will issue to the Holder a number of shares of Common Stock Shares computed using in accordance with the following formula: X = Y (A-B) A Where Where, X = the number of shares of Common Stock Shares to be issued to the Holder pursuant to this net exercise; Y = the number of shares of Common Stock purchasable under Shares for which the Warrant or, if only a portion of the Warrant net exercise election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the fair market value of one share of Share at the Company’s Common Stock time the net exercise election is made; and B = the Stated Purchase Price (as adjusted at the date of the net exercise election is made). (2) For purposes of this Section 1(b), the fair market value of a Share and the effectiveness of the exercise of this Warrant are determined as follows: (i) if the exercise is in connection with an initial public offering, and if the Company’s registration statement relating to such calculation) B = Exercise offering has been declared effective by the Securities and Exchange Commission, then the fair market value shall be the initial “Price (as adjusted to Public” specified in the final prospectus with respect to the offering, and such exercise shall be effected upon the date of such calculation) For purposes initial public offering, subject to due, proper and prior surrender of this Warrant and the closing of the above calculationinitial public offering; (ii) if the exercise is in connection with a Change of Control, then the “fair market value” value shall be the value received by the holders of one Shares pursuant to the Change of Control for each share of Common Stock such securities, and the exercise shall mean be effective upon the closing of such Change of Control, subject to due, proper and prior surrender of this Warrant and the closing of the Change of Control; or (iii) if the exercise is other than in connection with subsections (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is above and the Shares are not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg traded on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market or on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesan exchange, the fair market value shall be as determined in good faith by the Company’s Board of Directors of (the Company in the exercise of its good faith judgment“Board”).

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Warrant Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (Warrant Share at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share Warrant Share as of Common Stock a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market or the Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing sales sale prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending one day prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending one day prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company in the exercise of its good faith judgmentCompany.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, Statement (as defined in the Purchase Subscription Agreement) or pursuant to another registration statement that has been declared effective under Securities Act of 1933, as amended, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Nasdaq Capital Market or other Eligible Market where such the Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 five (5) consecutive trading days immediately preceding such prior to the Exercise Date, or (ii) if an Eligible the Nasdaq Capital Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

Net Exercise. If during This Warrant may be exercised, subject to the Exercise Periodlimitations set forth in Section 3(a) above, by the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, through a cashless exchange by delivery and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed a Notice of Exercise in which event the Company duly executed. In such event, Holder shall issue to the Holder a receive that number of shares of Common Stock (or other securities to which Holder is entitled pursuant to Section 11 hereof) (the “Warrant Stock”) in exchange for the Warrant, or portion thereof, computed using the following formula: X = Y (A-A - B) A Where where: X = the number of shares of Common Warrant Stock to be issued to the Holder Holder; Y = the number of shares of Common Warrant Stock purchasable requested to be exercised under this Warrant; A = the Warrant or, if only a portion Market Value (as defined below) of one (1) share of the Warrant is being exercised, the portion of the Warrant being canceled (at Stock on the date of such calculation) A exercise; and B = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted pursuant to the terms of this Warrant). For purposes hereof, the “Market Value” of the Warrant Stock as of a particular date shall be determined as follows: (i) if traded on a national securities exchange or through the Nasdaq Stock Market, the Market Value shall be deemed to be the volume weighted average trading price of the Warrant Stock on such exchange for the five (5) trading days immediately prior to the date of exercise indicated in the Notice of Exercise (or if no reported sales took place on such calculation) For purposes of the above calculationday, the “fair market value” last date on which any such sales took place prior to the date of one share of Common exercise); and (ii) if traded over-the-counter only and not on the Nasdaq Stock Market, the Market Value shall mean (i) (i) be deemed to be the average of the closing sales bid and asked prices for over the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets five (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security5) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such prior to the date of exercise indicated in the Notice of Exercise Date, (or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the no reported sales prices reported by Bloomberg took place on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such periodday, the last date on which any such sales price reported by Bloomberg for such period, or (iii) if neither took place prior to the date of exercise). If the foregoing applies, the last sales price of such security in Warrant Stock is not traded on the over-the-counter market or through the Nasdaq Stock Market or on an exchange, this Warrant may be exercised by the pink sheets or bulletin board for such security Holder through a cashless exchange as reported by Bloomberg, or if no sales price is so reported for such security, described above but the last bid price Market Value per share of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value Warrant Stock shall be as determined the price per share of Warrant Stock that the Company could obtain from a willing buyer for Warrant Stock sold by the Company as such price shall be determined in good faith by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock issuable hereunder is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” elect to receive shares of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue or cause to be issued to the Holder a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of Stock purchasable under the Company’s Common Stock Warrant (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean be: (i) If exercised in connection with a public offering, the fair market value of the Stock shall be the offering price to the public in connection with the public offering; (iii) If traded on a securities exchange, the fair market value of the Stock shall be deemed to be the average of the closing sales prices for of the shares of Common Stock on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive five trading days immediately preceding such Exercise Date, or prior to exercise date; and (iiiii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if If there is no sales price public market for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesStock, the fair market value shall be the price per share of Stock as determined in good faith by the Company’s Board of Directors and all holders of the Company in the exercise of its good faith judgmentWarrants then outstanding.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value In lieu of one share payment of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), described in lieu of exercising this Warrant by payment of cash or by checkSection 1, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, Shares equal to the value (as determined below) of this Warrant (or any portion hereof by the portion thereof being canceled) by surrender of this Warrant or such portion to the Company, with the net issue election notice attached hereto as Exhibit B (the “Net Issuance Election Notice”) duly executed, at the principal office of the Company together with the properly endorsed Notice of Exercise as specified in which event Section 1. Thereupon, the Company shall issue to the Holder a such number of shares of Common Stock fully paid and nonassessable Shares as is computed using the following formula: where: X = Y (A-B) A Where X = the number of shares of Common Stock Shares to be issued to the Holder pursuant to this Section 2. Y = the number of shares Shares covered by this Warrant in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issuance election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made pursuant to this Section 2. A = the fair market value of one share Share, as determined in accordance with the provisions of this Section 2. B = the Company’s Common Stock (Exercise Price in effect under this Warrant at the date of such calculation) B = Exercise Price (as adjusted time the net issuance election is made pursuant to the date of such calculation) this Section 2. For purposes of the above calculationthis Section 2, the “fair market value” per Share shall mean: i. If the class of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock Shares is traded on a national securities exchange or is listed on the NASDAQ Capital Nasdaq National Market (the “NNM”) or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesquotation system, the fair market value shall be as determined the last reported sale price of a Share on such exchange or on the NNM or other over-the-counter quotation system on the last business day before the effective date of exercise of the net issuance election 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, the NNM or over-the-counter quotation system; and ii. If the class of Shares is not so listed and bid and ask prices are not reported, the fair market value shall be the price per Share which the Company could obtain from a willing buyer for Shares sold by the Company, as such price shall be determined in good faith by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a elect (the “net exercise” of this Warrant, in which event, if so effected, the Holder shall Conversion Right”) to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean be: (ia) the product of (i) the average daily Market Price (as defined below) during the period of the closing sales prices most recent ten (10) 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 and (ii) the number of shares of the Common Stock (as defined herein) into which each Exercise Share is convertible on such date; or (b) if no class of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is then listed or traded as reported by Bloomberg Financial Markets (admitted to trading on any national securities exchange or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security quoted in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesmarket, the fair market value shall be the Market Price on the last business day before the effective date of exercise of the Conversion Right. (c) if the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the National Market System (the “National Market System”) of the Nasdaq, the Market Price as of a specified day shall be the last reported sale price of Common Stock on such exchange or on the National Market System on such date or if no such sale is made on such day, the mean of the closing bid and asked prices for such day on such exchange or on the National Market System. If the Common Stock is not so listed or admitted to unlisted trading privileges, the Market Price as of a specified day shall be the mean of the last bid and asked prices reported on such date (x) by the Nasdaq or (y) if reports are unavailable under clause (x) above by the National Quotation Bureau Incorporated. If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the Market Price as of a specified day shall be determined in good faith by the Board of Directors of the Company in the exercise of its good faith judgmentCompany.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Corporation’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company Corporation together with the properly endorsed Notice of Exercise in which event the Company Corporation shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock common stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the CompanyCorporation’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean mean, as of any date, (ia) (i) if the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed on a national securities exchange, the closing or traded opening price as reported by Bloomberg Financial Markets for composite transactions for such date, (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (iib) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during is not so listed but is traded on the same periodNASDAQ National Market or SmallCap Market, the closing or opening price as reported on the NASDAQ National Market or SmallCap Market on such date or, if there is no sales price for sale occurred on a trading day, then the mean between the highest bid and the lowest asked prices as of the close of business on such periodtrading day, as reported on the last sales price reported by Bloomberg for such periodNASDAQ National Market or SmallCap Market, or (iiic) if neither of the foregoing appliesCommon Stock is not traded on a national securities exchange or the NASDAQ National Market or SmallCap Market, the last sales price of such security in the but is otherwise traded over-the-counter market counter, the arithmetic average of the highest bid and lowest asked prices on such date as quoted on the pink sheets National Association of Securities Dealers Automated Quotation System or bulletin board for such security as reported by Bloombergan equivalent generally accepted reporting service, or (d) if no sales price is so reported for such securitythe Corporation completes a transaction in which it ceases to be a publicly-traded company, the last bid highest price of such security as reported by Bloomberg paid to the Corporation’s stockholders (on a per share basis) for their Common Stock or (ive) if fair market value cannot be calculated as of such date on any none of the foregoing basesabove apply, the fair market value shall be as determined a determination made in good faith by the Corporation’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise PeriodPeriod (a) a registration statement covering the Warrant Shares that are the subject of the Exercise Notice (the “Unavailable Warrant Shares”), or an exemption from registration, is not available for the issuance and resale of such Unavailable Warrant Shares, the Holder is not permitted to sell Exercise Shares pursuant to may, in its sole discretion or (b) the Registration Statement, Fair Market Value (as defined in the Purchase Agreement, and the fair market value below) of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this WarrantWarrant in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price, in which event, if so effected, the Holder shall receive Exercise Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender delivery of this Warrant the properly endorsed Notice of Exercise at the principal office of the Company together with the properly endorsed Notice of Exercise Company, in which event the Company shall issue to the Holder a number of shares of the Common Stock computed using the following formula: formula (a “Net Exercise”): X = Y (AY(A-B) A Where X = the number of shares of Common Stock Warrant Shares to be issued to the Holder Holder. Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Shares with respect to which this Warrant is being exercised, exercised (which shall include both the number of Warrant Shares issued to the Holder and the number of Warrant Shares subject to the portion of the Warrant being canceled (at cancelled in payment of the date of such calculation) Exercise Price). A = the fair market value Fair Market Value (as defined below) of one share of the Company’s Common Stock (at the date of such calculation) ). B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment).

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Company’s Common Stock issuable hereunder is PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Shares to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock purchasable under the Warrant (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one value per share of Common Stock shall mean (i) (i) be the average of the closing sales prices for of the shares of Common Stock Stock, on the NASDAQ Capital Market or other Eligible Market where securities exchange on which such Common Stock is listed or traded following the Securities Act of 1933, as reported by Bloomberg Financial Markets amended (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable “Act”) (the “Initial Public Offering”), for five trading days immediately prior to the Holder if Bloomberg Financial Markets exercise date. If the Common Stock is not then reporting sales prices of such security) (collectivelytraded on a securities exchange, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, then the fair market value per share of Common Stock shall be as determined in good faith by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” elect to receive the number of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = the Exercise Price (as adjusted to the date of such calculationcalculation ) ST FINANCIAL GROUP, INC. 2 WARRANT For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean be: (ia) If the Common Stock is traded on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on the Nasdaq National Market or Nasdaq Small Cap Market (i) the average “Nasdaq”), the fair market value as of a specified day shall be the closing sales prices for the shares last reported sale price of Common Stock on such exchange or on Nasdaq on such date or if no such sale is made on such day, the NASDAQ Capital Market mean of the closing bid and asked prices for such day on such exchange or other Eligible Market where such on Nasdaq; (b) If the Common Stock is not so listed or traded admitted to unlisted trading privileges, the fair market value as of a specified day shall be the mean of the last bid and asked prices reported by Bloomberg Financial Markets on such date (or a comparable reporting service of national reputation selected x) by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, Nasdaq or (iiy) if an Eligible Market is not reports are unavailable under clause (x) above, by the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for National Quotation Bureau Incorporated; (c) If the Common Stock during the same period, or, if there is no sales price for such periodnot so listed or admitted to unlisted trading privileges and bid and ask prices are not reported, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any a specified day shall be determined in good faith by the Board of Directors of the foregoing basesCompany; or (d) If the Warrant is exercised concurrently with the effectiveness of the Company’s initial public offering of Common Stock registered under the Act, the fair market value shall be as determined by the Board of Directors of price to the Company public in the exercise of its good faith judgmentsuch offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Company’s Warrant Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Warrant Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Warrant Stock to be issued to the Holder Y = the number of shares of Common Warrant Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Warrant Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Warrant Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected be determined by the Company and reasonably acceptable Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Holder if Bloomberg Financial Markets is not then reporting sales prices Company’s initial public offering of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of its Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the Board product of Directors of (a) the Company initial “price to the public” per share specified in the exercise final prospectus with respect to the initial public offering, and (b) the number of its good faith judgmentshares of Common Stock into which each share of Warrant Stock is convertible at the time of such exercise.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Exercise Share (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share Exercise Share shall be determined by the Company’s Board of Common Stock Directors in good faith; provided, however, that (a) where a public market exists for the Company’s common stock at the time of such exercise, the fair market value per Exercise Share shall mean be the product of (i) (ix) the average of the closing sales bid prices of the common stock or the closing price quoted on the national securities exchange on which the common stock is listed as published in the Wall Street Journal for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets five (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 5) trading day period ending five (5) trading days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices date of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares determination of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as and (y) the number of shares of common stock into which each Exercise Share is convertible at the time of such date on any exercise, as applicable; and (b) if the Warrant is exercised in connection with the Company’s initial public offering of the foregoing basescommon stock, the fair market value per Exercise Share shall be as determined by the Board product of Directors (x) the per share offering price to the public of the Company in Company’s initial public offering and (y) the exercise number of its good faith judgmentshares of common stock into which each Exercise Share is convertible at the time of such exercise, as applicable.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Preferred Stock to be issued to the Holder Y = the number of shares of Common Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Preferred Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected be determined by the Company and reasonably acceptable Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Holder if Bloomberg Financial Markets is not then reporting sales prices Company’s initial public offering of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of its Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the Board product of Directors (i) the per share offering price to the public of the Company in Company’s initial public offering, and (ii) the exercise number of its good faith judgmentshares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly completed and endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = A= the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean (i) (i) the average of the closing sales bid and asked prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security quoted in the over-the-counter market in which the Common Stock is traded or the closing price quoted on any exchange on which the Common Stock is listed, whichever is applicable, as published in the Eastern Edition of The Wall Street Journal for the ten (10) trading days prior to the date on which this Warrant is surrendered and payment of the Exercise Price has been paid (or such shorter period of time during which such stock was traded over-the-counter or on such exchange). If the Common Stock is not traded on the pink sheets over-the-counter market or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesan exchange, the fair market value shall be as determined the price per share that the Company could obtain from a willing buyer for Common Stock sold by the Company from authorized but unissued shares, as such price shall be determined in good faith by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Company’s Common Stock is greater than the Exercise Price (at the date of calculation as set forth belowexercise), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one value means on any date, as it relates to a share of the Company’s Common Stock shall mean (each a “Share”): (i) if the Shares are readily tradable on an established securities market, (ix) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company high and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales low prices of such security) (collectivelyShares as reported on the principal national securities exchange on which the Shares are then listed on the date specified herein, “Bloomberg”) for or if there were no sales on such date, on the 10 consecutive trading days immediately next preceding such Exercise Dateday on which there were sales, or (iiy) if an Eligible Market is such Shares are not the principal Trading Market for the shares of Common Stocklisted on a national securities exchange, the average of the last reported sales prices bid price, as reported by Bloomberg on the principal Trading Market for the Common Stock during the same periodFinancial Industry Regulatory Authority, orInc. or a similar organization, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by BloombergShares for each of the twenty (20) business days preceding the specified date, or (ii) if no sales price is so reported for such securitythe Shares are not readily tradable on an established securities market, the last bid price value determined by any means determined fair and reasonable by the board of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any directors of the foregoing basesCompany, the fair market value which determination shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgmentfinal and binding on all parties.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one (1) share of the Common Company’s Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Preferred Stock computed using the following formula: X = Y (A-B) A Where X = X= the number of shares of Common Preferred Stock to be issued to the Holder Y = Y= the number of shares of Common Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = A= the fair market value of one (1) share of the Company’s Common Preferred Stock (at the date of such calculation) B = B= Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot of one (1) share of Preferred Stock shall be calculated as determined by the Company’s Board of such date on any Directors in good faith; provided, however, that: (a) in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Company’s initial public offering of the foregoing basesits 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 of Preferred Stock is convertible at the time of such exercise; (b) in the event that this Warrant is exercised pursuant to this Section 2.1 while the Company’s Common Stock is publicly traded, the fair market value per share shall be the closing price of the Company’s Common Stock as quoted by NASDAQ or listed on any exchange, whichever is applicable, as published in the Western Edition of The Wall Street Journal for the trading day immediately prior to the date of the Holder’s election hereunder; or (c) in the event that this Warrant is exercised in connection with a Corporate Event or Qualified Corporate Event (each as defined in Section 7), then the fair market value of one (1) share of Preferred Stock shall be equal to the per share price paid to the Company’s stockholders for each share of the Company’s Preferred Stock in such Corporate Event or Qualified Corporate Event (the “Merger Payment”). In the event that such Merger Payment includes any earn-outs, deferred payments or similar future contingent payments (the “Future Payments”), the value of such Future Payments for the purpose of calculating the Merger Payment shall be determined in good faith by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentDirectors.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Series B-1 Preferred Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by in exchange for the surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Series B-1 Preferred Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Series B-1 Preferred Stock to be issued to the Holder Y = the number of shares of Common Series B-1 Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Series B-1 Preferred Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Series B-1 Preferred Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected be determined by the Company and reasonably acceptable Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.1 in connection with the Holder if Bloomberg Financial Markets is not then reporting sales prices Company’s initial public offering of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of its Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value per share shall be as determined by the Board product of Directors (i) the per share offering price to the public of the Company in Company’s initial public offering, and (ii) the exercise number of its good faith judgmentshares of Common Stock into which each share of Series B-1 Preferred Stock is convertible at the time of such exercise.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, ------------ the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Common Stock as of a particular date shall mean be determined as follows: (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the closing price of the securities on such exchange on the trading day immediately preceding the date of delivery of the Notice of Exercise (iit being understood that the original Warrant may be surrendered on the subsequent day if such original Warrant is provided to an overnight courier service (eg, Federal Express) on the date of delivery of such Notice); (ii) if traded over- the-counter, the value shall be deemed to be the average of the closing sales bid or sale prices (whichever is applicable) on the trading day immediately preceding the date of delivery of the Notice of Exercise (it being understood that the original Warrant may be surrendered on the subsequent day if such original Warrant is provided to an overnight courier service (eg, Federal Express) on the date of delivery of such Notice); and (iii) if there is no public market for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company. Notwithstanding the foregoing, if the Warrant is being exercised upon the closing of the Company's initial underwritten public offering of common stock (the "IPO"), the value will be the initial "Price to Public" of one share of such Common Stock specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkin the manner provided above in Section 2(a), the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (AY(A-B) ------ A Where X = the The number of shares of Common Series F Preferred Stock to be issued to the Holder Holder. Y = the The number of shares of Common Series F Preferred Stock purchasable under the this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) exercise), or, if this Warrant is exercised in part, the number of shares for which this Warrant is then being exercised. A = The fair market value of one share of Series F Preferred Stock (At the date of exercise). B = The Warrant Price (in effect on the date of exercise). For purposes of this Section 2(e), fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Series F Preferred Stock shall mean be determined in good faith by the Company's Board of Directors; provided, however, (i) if the exercise is done in connection with or contingent upon the Company's Initial Public Offering, the fair market value per share shall be the product of (ia) the average price to public as set forth in the final prospectus relating to such Initial Public Offering and (b) the number of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common into which each share of Series F Preferred Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service convertible at the time of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Dateexercise, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average after a public offering of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, orCompany's securities, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither class of the foregoing applies, the last sales price of such security in the Company's stock for which this Warrant is then exercisable is traded on a national exchange or over-the-the counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesmarket, the fair market value per share shall be as determined by the Board product of Directors (a) the price per share at which trading of the Company in Company's stock closed on the exchange on which such stock is listed, on the last trading day prior to the date of exercise and (b) the number of its good faith judgmentshares of Common Stock into which each share of Series F Preferred Stock is convertible at the time of exercise.

Net Exercise. If Notwithstanding any provisions herein to the contrary, if during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and Period the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = Y= the number of shares of Common Stock purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the portion of the this Warrant being canceled (at the date of such calculation) A = A= the fair market value of one share of the Company’s 's Common Stock (at the date of such calculation) B = B= the Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “"fair market value” " of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Nasdaq National Market or other Eligible Market trading market where such Common Stock security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “"Bloomberg”") for the 10 consecutive trading days immediately preceding such Exercise Datedate, or (ii) if an Eligible the Nasdaq National Market is not the principal Trading Market trading market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market trading market for the Common Stock during the same period, period or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, period or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by BloombergBloomberg or, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, or by cancellation of indebtedness, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) ------- A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s 's Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “"fair market value” " of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Nasdaq National Market or other Eligible Market trading market where such Common Stock security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “"Bloomberg”") for the 10 consecutive trading days immediately preceding such Exercise Datedate, or (ii) if an Eligible the Nasdaq National Market is not the principal Trading Market trading market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market trading market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: X = X= Y (A-A – B) A Where Where: X = the The number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Warrant Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (Warrant Share at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share Warrant Share as of Common Stock a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market or the Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing sales sale prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets five (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 5) trading day period ending one day prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for five (5) trading day period ending one day prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company in the exercise of its good faith judgmentCompany.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Preferred Stock computed using the following formula: X = Y (A-A - B) A Where Where: X = the The number of shares of Common Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Preferred Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Preferred Stock (or, to the extent all such Preferred Stock has been converted into the Company’s Common Stock, the fair market value of one share of Common Stock Stock) as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the IPO, the value will be the initial “Price to Public” of one share of such Preferred Stock (or Common Stock issuable upon conversion of such Preferred Stock) specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise PeriodNotwithstanding Section 1(a) above, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock is greater than the Exercise Warrant Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by checkcash, the Holder may effect a “net exercise” elect to receive shares of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares Common Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant (with the notice of exercise substantially in the form attached hereto as Exhibit A-1 duly completed and executed) at the principal office of the Company together with the properly endorsed Notice of Exercise Company, in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = X= the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the that portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Warrant Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” value of one share of Common Stock shall mean be determined as follows: (i) If the Common Stock, at the time of exercise pursuant to this Section 1(b), is listed on the (ia) Nasdaq Stock Market or other national securities exchange, the fair market value per share shall be the average closing price over the five (5) trading days prior to the date of determination of fair market value according to the closing prices published in The Wall Street Journal with respect to such period or (b) OTC Bulletin Board, the fair market value per share shall be the average of the closing sales bid and asked prices for quoted in the shares of Common Stock on Over-The-Counter Market Summary over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets five (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 5) trading days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices date of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or determination of fair market value. (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing basesOtherwise, the fair market value of one share of Common Stock shall be as determined by the Company’s Board of Directors of the Company in the exercise of its good faith judgmentfaith.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below)contrary, in lieu of exercising this Warrant for cash, by payment surrender of cash or by checkthe Warrant (together with a duly executed copy of a Notice of Exercise in the form attached hereto) to the Company at its principal offices, the Holder may effect a “net exercise” elect to receive such reduced number of this Warrant, in which event, if so effected, the Holder shall receive Exercise Series B-3 Preferred Shares equal to the value (as determined defined below) of this Warrant (or the portion thereof hereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise cancelled), in which event the Company shall issue to the Holder a holder hereof the number of shares of Common Stock Series B-3 Preferred Shares computed using the following formula: X = Y (A-B) A Where Where: X = the The number of shares of Common Stock Series B-3 Preferred Shares to be issued to the Holder Holder; Y = the The number of shares of Common Stock purchasable Series B-3 Preferred Shares issuable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) ); A = the The fair market value of one share of the Company’s Common Stock Series B-3 Preferred Share (at the date of such calculation) ); and B = The Exercise Price (as adjusted to the date of such calculation) ). For purposes of the above calculationthis Section 6, the “fair market value” value of one share Series B-3 Preferred Share (or, to the extent all such Series B-3 Preferred Shares have been converted into the Company’s Ordinary Shares) as of Common Stock a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the date the Holder if Bloomberg Financial Markets is not then reporting sales prices delivers the applicable Notice of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or Exercise; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during date the same period, or, Holder delivers the applicable Notice of Exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, however, that if the Warrant is being exercised in connection with the exercise initial public offering of its good faith judgmentthe Company, 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 Ordinary Shares into which each Series B-3 Preferred Share is convertible at the time of such exercise.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant Notwithstanding any provisions herein to the Registration Statementcontrary, as defined in the Purchase Agreement, and if the fair market value of one share of the Common Stock Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by with payment of cash cash, check or wire transfer or by checkcancellation of indebtedness as provided in Section 3.1, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event elect to receive the Company shall issue to the Holder a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock Exercise Shares to be issued to the Holder Y = the number of shares of Common Stock Exercise Shares purchasable under the this Warrant or, if only a portion of the this Warrant is being exercised, the that portion of the this Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock Exercise Share (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or (ii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot of one Exercise Share shall be calculated as determined by the Company’s Board of Directors in good faith: provided, however, that in the event that this Warrant is exercised pursuant to this Section 2.2 in connection with: (a) an initial public offering of securities of the Company registered under the Act (an “IPO”), including, without limitation, the initial listing of securities of the Company on the Nasdaq Stock Market, New York Stock Exchange, or another exchange or marketplace approved by the Company’s Board of Directors, without a related underwritten offering of such date on any of securities (the foregoing bases“Direct Listing”), the fair market value per share shall be (x) the per share offering price to the public of the Company’s initial public offering, or (y) with respect to the Direct Listing, as determined in good faith by the Company’s Board of Directors Directors, provided that, if the Direct Listing is effectuated in connection with the consummation of an acquisition by the Company, directly or indirectly through a subsidiary, of all or substantially all of the Company in assets, or a majority of the exercise ordinary shares or other voting securities (whether by way of its good faith judgment.merger, consolidation, amalgamation, or otherwise) of, Target or any successor thereto, which acquisition has been approved by the

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock Warrant Shares computed using the following formula: X = Y (AY(A-B) A Where ------ X = the A Where: X = The number of shares of Common Stock Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Warrant Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (Warrant Share at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share Warrant Share as of Common Stock a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the Initial Public Offering, the value will be the initial "Price to Public" of the number of shares of Common Stock into which each Warrant Share is convertible as specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to ------------ Section 5, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Preferred Stock computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Preferred Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 6, the “fair market value” value of one share of Preferred Stock (or, to the extent all such Preferred Stock has been converted into the Company's Common Stock, the fair market value of one share of Common Stock Stock) as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets ten (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 10) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for ten (10) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company (the "Board), but if the Holder does not approve of the determination by the Board, then by a nationally recognized investment banking firm selected by the Company and approved by Holder which approval shall not be unreasonably withheld, which investment banking firm shall determine such value based on the Company as a going concern; provided, however, that if the Warrant is being exercised simultaneously with the closing of the issuance and sale of shares of Common Stock of the Company in the exercise Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of its good faith judgment1933, as amended, the value will be the initial "Price to Public" of one share of such Preferred Stock (or Common Stock issuable upon conversion of such Preferred Stock) specified in the final prospectus with respect to such offering.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or by check, or by cancellation of indebtedness, the Holder may effect a “net exercise” of this Warrant, in which event, if so effected, the Holder shall elect to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula: X = Y (A-B) A Where X = the number of shares of Common Stock to be issued to the Holder Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation) A = the fair market value of one share of the Company’s Common Stock (at the date of such calculation) B = Exercise Price (as adjusted to the date of such calculation) For purposes of the above calculation, the “fair market value” of one share of Common Stock shall mean (i) (i) the average of the closing sales prices for the shares of Common Stock on the NASDAQ Capital Nasdaq National Market or other Eligible Market trading market where such Common Stock security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Datedate, or (ii) if an Eligible the Nasdaq National Market is not the principal Trading Market trading market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market trading market for the Common Stock during the same period, or, if there is no sales price for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value shall be as determined by the Board of Directors of the Company in the exercise of its good faith judgment.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to SECTION 5, the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise of any additional consideration, shares of Common Stock from the Vested Shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice notice of Exercise such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Vested Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis SECTION 6, the “fair market value” value of one share of Common Stock as of a particular date shall mean be determined as follows: (i) if traded on a securities exchange or on the National Market System of the NASDAQ Stock Market, the value shall be deemed to be the average of the daily closing price of common stock of the Company as reported on such securities exchange or the National Market System of the NASDAQ Stock Market (ias reported in THE WALL STREET JOURNAL or, if not reported therein, in another authoritative source) for the five (5) consecutive full trading days (in which such shares are traded on such securities exchange or the National Market System of the NASDAQ Stock Market) ending at the close of trading on the trading day immediately preceding such particular date; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing sales bid or sale prices for the shares of Common Stock on the NASDAQ Capital Market or other Eligible Market where such Common Stock (whichever is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”applicable) for the 10 five (5) consecutive full trading days ending at the close of trading on the trading day immediately preceding such Exercise Date, or particular date; and (iiiii) if an Eligible Market is not the principal Trading Market for the shares of Common Stock, the average of the reported sales prices reported by Bloomberg on the principal Trading Market for the Common Stock during the same period, or, if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company in the exercise Company. The portion of its good faith judgmentthis Warrant which is canceled pursuant to this Section 6 shall be deemed to have been exercisable for Vested Shares.

Net Exercise. If during the Exercise Period, the Holder is not permitted to sell Exercise Shares pursuant to the Registration Statement, as defined in the Purchase Agreement, and the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in In lieu of exercising this Warrant by payment of cash or by checkpursuant to Section 4, ------------ the Holder may effect a “net exercise” of this Warrantelect to receive, in which event, if so effected, without the payment by the Holder shall receive Exercise Shares of any additional consideration, shares of Preferred Stock equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Preferred Stock computed using the following formula: Y (A - B) --------- X = Y (A-B) A Where Where: X = the The number of shares of Common Preferred Stock to be issued to the Holder pursuant to this net exercise; Y = the The number of shares Shares in respect of Common Stock purchasable under which the Warrant or, if only a portion of the Warrant net issue election is being exercised, the portion of the Warrant being canceled (at the date of such calculation) made; A = the The fair market value of one share of the Company’s Common Preferred Stock (at the date of such calculation) time the net issue election is made; B = The Exercise Price (as adjusted to the date of such calculation) the net issuance). For purposes of the above calculationthis Section 5, the “fair market value” value of one share of Preferred Stock (or, to the extent all such Preferred Stock has been converted into the Company's Common Stock Stock) as of a particular date shall mean be determined as follows: (i) (i) if traded on a securities exchange or through the Nasdaq National Market, the value shall be deemed to be the average of the closing sales prices for of the shares of Common Stock securities on such exchange over the NASDAQ Capital Market or other Eligible Market where such Common Stock is listed or traded as reported by Bloomberg Financial Markets thirty (or a comparable reporting service of national reputation selected by the Company and reasonably acceptable 30) day period ending three (3) days prior to the Holder if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “Bloomberg”) for the 10 consecutive trading days immediately preceding such Exercise Date, or net exercise election; (ii) if an Eligible Market is not traded over-the-counter, the principal Trading Market for the shares of Common Stock, value shall be deemed to be the average of the reported sales closing bid or sale prices reported by Bloomberg on (whichever is applicable) over the principal Trading Market for thirty (30) day period ending three (3) days prior to the Common Stock during the same period, or, net exercise; and (iii) if there is no sales price for such periodactive public market, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot shall be calculated as of such date on any of the foregoing bases, the fair market value shall be thereof, as determined in good faith by the Board of Directors of the Company Company; provided, that, if the Warrant is being exercised upon the closing of the Company's first underwritten public offering of common stock (the "IPO"), the value will be the initial "Price to Public" of one share of such Preferred Stock (or Common Stock issuable upon conversion of such Preferred Stock) specified in the exercise of its good faith judgmentfinal prospectus with respect to such offering.