Common use of Net Exercise Clause in Contracts

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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: X = (Y(A-B))/A A = The fair market value of one share of Common Stock at the time the net exercise election is made; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b), the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (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 prices of the Common Stock on such exchange over the thirty day period ending one day prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty day period ending one day prior to the net exercise election; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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: X = Y (Y(AA-B))/A B) ------- A Where: X = The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = The number of Shares in respect of which the net issue election is made; A = The fair market value of one share of the Common Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty twenty (20) day period ending one day three (3) days prior to the net exercise election; (ii) if actively traded over-the-the- counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty twenty (20) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the 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 A Where: X = The number of Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = The number of Warrant Shares in respect of which the net issue election is made; A = The fair market value of one share of Common Stock Warrant Share at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market or the Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing sale prices of the Common Stock securities on such exchange over the thirty five (5) trading day period ending one day prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty five (5) trading day period ending one day prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this Warrant pursuant to Section 3(a)Warrant, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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: X = (Y(A-B))/A 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 this Warrant. A = The fair market value of one share of the Company's Common Stock at on the time date the net exercise issuance election is made; . B = The Exercise Price (as adjusted to the date of the such net issuanceexercise). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty (30) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)1(1) above, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value of this Warrant (or the of any portion thereof being canceledremaining unexercised) by surrender of this Warrant at the principal office of the Company together with a notice of such election, in which event the Company shall issue to the Registered Holder hereof a number of shares of Common Stock computed using the following formula: X = (Y(A-B))/A B) ------ A where: X = The fair market value the number of one share shares of Common Stock to be issued to the Registered Holder Y = the number of shares of Common Stock purchasable under this Warrant (at the time the net exercise election is made; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b), such calculation) A = the fair market value of one share of Common Stock Stock; B = the Purchase Price (as adjusted to the date of such calculation) As used herein, the fair market value of a particular date share of Common Stock shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock Market, the value shall be deemed to be mean the average of the closing prices of the Common Stock quoted by Nasdaq, or if not listed by Nasdaq, on such exchange the over the thirty day period ending one day counter market or such other exchange where such shares are listed, as applicable, for the ten (10) trading days prior to the net exercise date of such election; , exclusive of the two (ii2) if trading days immediately preceding such date of election. If the Common Stock is not listed on Nasdaq or traded over-the-counterover the counter or on an exchange, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty day period ending one day prior to the net exercise election; and (iii) if there is no active public market, the value shall be the per share fair market value thereof, of the Common Stock shall be as determined by an independent appraiser appointed in good faith by the Company's Board of Directors Directors. The cost of such appraisal shall be borne by the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to in the manner provided above in Section 3(a2(a), the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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: X = (Y(A-B))/AB) ------ A X = The number of shares of Common Stock to be issued to Holder. Y = The number of shares of Common Stock purchasable under this Warrant (at the date of 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 Common Stock at the time the net exercise election is made;date of exercise. B = The Exercise Warrant Price (as adjusted to in effect on the date of the net issuanceexercise). For purposes of this Section 3(b2(c), the fair market value of one share of the Common Stock as of a particular date shall be determined as follows: (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 prices of the Common Stock on such exchange over the thirty day period ending one day prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty day period ending one day prior to the net exercise election; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Company's Board of Directors Directors, or (ii) if the Company's Common Stock is traded on a national exchange or over-the-counter market, the fair market value per share shall be the average price per share at which trading of the Company's Common Stock closed on the exchange on which such stock is listed, on the thirty (30) consecutive trading days ending one (1) trading day prior to the date of exercise.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)as provided above, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of the exercise form attached hereto indicating such election, in which event the Company shall issue to the Holder holder hereof or order a number of shares of Common Stock Warrant Shares computed using the following formula: X = Y (Y(A-B))/A A - B) ÷ A Where: X = The number of shares of Common Stock to be issued pursuant to this net exercise; Y = The number of shares of Common Stock in respect of which the net issue election is made; A = The fair market value of one share of Common Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b1(b), the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock Global Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange or market over the thirty (30) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company. Notwithstanding the foregoing, the Company shall not be obligated to issue more than 200,000 shares to the Holder under this Section 1(b) during any 90 day period.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, ------------ the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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 formulaformula : Y (A - B) --------- X = A Where: X = (Y(A-B))/A The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = The number of Shares in respect of which the net issue election is made; A = The fair market value Current Market Value (as hereinafter defined) of one share of the Common Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)Agreement, the fair market value "Current Market Value" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock NASDAQ National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty twenty (20) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty twenty (20) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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 A Where: X = The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = The number of Shares in respect of which the net issue election is made; A = The fair market value of one share of the Common Stock at the time the net exercise issue election is made; ; B = I The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National or SmallCap Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty (30) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising paying the exercise price to exercise this Warrant pursuant to Section 3(a)paragraph 1(a) above, the Holder holder may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock common stock equal to the value of this Warrant (or the of any portion thereof being canceledremaining unexercised) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof holder a number of shares of Common Stock the Company's common stock computed using the following formula: X = Y (Y(AA-B))/A B) ------- A Where X = The fair market value the number of one share shares of Common Stock common stock to be issued to the holder. Y = the number of shares of common stock purchasable under this Warrant (at the time the net exercise election is made; B = The Exercise Price (as adjusted to the date of the net issuancesuch calculation). For purposes of this Section 3(b), A = the fair market value of one share of Common Stock the Company's common stock (at the date of such calculation). B = Warrant exercise price (as adjusted to the date of a particular date such calculation). For purposes of this paragraph 1(b), fair market value of one share of the Company's common stock shall be determined as follows: mean: (i) if traded on a securities exchange or through the Nasdaq Stock Market, the value shall be deemed to be the The average of the closing bid and asked prices of the Common Stock common stock on such the over-the-counter market or the closing price quoted on any exchange over on which the thirty day period ending one day common stock is listed, whichever is applicable, as published in The Wall Street Journal or any other reputable publication, for the ten (10) trading days prior to the net exercise electiondate of determination of fair market value; or (ii) if If the common stock is not traded over-the-countercounter or on an exchange, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty day period ending one day prior to the net exercise election; and (iii) if there is no active public market, the value shall be the per share fair market value thereof, of the common stock shall be as determined by agreement of the Company and the holder of this Warrant, or if they cannot agree, by an independent appraiser appointed in good faith by the Company's Board of Directors Directors. The cost of such appraisal shall be borne by the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company company together with notice of 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 A Where: X = The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = The number of Shares in respect of which the net issue election is made; A = The fair market value of one share of the Common Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock (or, to the extent all such Common Stock has been redesignated into the Company's Common Stock) as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty (30) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of cash exercising this Warrant pursuant to Section 3(a)Warrant, the Holder holder of this Warrant may elect to receive, without the payment by the Holder of any additional consideration, receive shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder holder hereof a number of shares of Common Stock common stock computed using the following formula: Where X = (Y(A-B))/A The number of shares of common stock to be issued to the holder of this Warrant. Y = The number of shares of common stock purchasable under this Warrant. A = The fair market value of one share of Common Stock at the time Company's common stock on the date the net exercise issuance election is made; . B = The Exercise Price (as adjusted to the date of the such net issuanceexercise). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock common stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty (30) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the 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 final prospectus with respect to such offering.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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 A Where: X = The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = The number of Shares in respect of which the net issue election is made; A = The fair market value of one share of the Common Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty (30) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)by payment of cash, the Holder may elect to receive, without the payment by the Holder of any additional consideration, receive 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 notice the properly endorsed Notice of such election, Exercise in which event the Company shall issue to the Holder hereof a number of shares of Common Stock Exercise Shares computed using the following formula: X = Y (Y(AA-B))/A B) A Where X = the number of Exercise Shares to be issued to the Holder Y = the number of Exercise Shares purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion of the Warrant being canceled (at the date of such calculation) A = The the fair market value of one share of Common Stock Exercise Share (at the time the net exercise election is made; date of such calculation) B = The Exercise Price (as adjusted to the date of the net issuance). such calculation) For purposes of this Section 3(b)the above calculation, the fair market value of one share of Common Stock as of a particular date Exercise Share shall be determined as follows: (i) if traded on a securities exchange or through by the Nasdaq Stock MarketCompany’s Board of Directors in good faith; provided, however, that in the value shall be deemed event that this Warrant is exercised pursuant to be this Section 2.2 in connection with the average Initial Offering of the closing prices of the Company’s Common Stock on such exchange over the thirty day period ending one day prior to the net exercise election; (ii) if traded over-the-counterStock, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty day period ending one day prior to the net exercise election; and (iii) if there is no active public market, the value shall be the fair market value thereofper share shall be the product of (i) the per share offering price to the public in the Initial Offering, as determined in good faith by and (ii) the Board number of Directors shares of Common Stock into which each Exercise Share is convertible at the Companytime of such exercise.

Net Exercise. In lieu of exercising this Warrant for cash pursuant to Section 3(a)4, the Holder TSIL may elect to receive, without the payment by the Holder TSIL of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof TSIL a number of shares of Common Stock computed using the following formula: Y (A - B) --------- X = (Y(A-B))/A A where: X = the number of shares of Common Stock to be issued to TSIL pursuant to this net exercise; Y = the number of Shares in respect of which the net issue election is made; A = The the fair market value of one share of the Common Stock at the time the net exercise issue election is made; ; and B = The the Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the thirty ten (10) day period ending one on the trading day immediately prior to the net exercise election; (ii) if traded on the Nasdaq Small Cap Market, the Nasdaq Bulletin Board or any other over-the-countercounter market, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty ten (10) day period ending one on the trading day immediately prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, ------------ the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant the "spread" on the Shares (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the Notice of such electionExercise, 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 A Where: X = The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = The number of Shares in respect of which the net issue election is made; A = The fair market value of one share of the Common Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the The Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty five (5) day period ending one (1) day prior to the net exercise election; (ii) if traded over-the-countercounter but not on the Nasdaq National Market, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty five (5) day period ending one (1) day prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)5, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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 A Where: X = The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = The number of Shares in respect of which the net issue election is made; A = The fair market value of one share of the Common Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)6, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty (30) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.shall

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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 A Where: X = The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = The number of Shares in respect of which the net issue election is made; A = The fair market value Current Market Value (as hereinafter defined) of one share of the Common Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)Agreement, the fair market value "Current Market Value" of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock NASDAQ National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty twenty (20) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty twenty (20) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this the Warrant pursuant to Section 3(a)4, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Warrant Stock equal to the value of this the Warrant (or the portion thereof being canceledcancelled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Warrant Stock computed using the following formula: Y(A - B) X = (Y(A-B))/A-------- A Where: X = The number of shares of Warrant Stock to be issued to the Holder pursuant to this exercise; Y = The number of shares of Warrant Stock in respect of which the net issue election is made; A = The fair market value of one share of Common the Warrant Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For the purposes of this Section 3(b)5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty (30) day period ending one day three (3) days prior to the net exercise electionExercise Election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of 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: X = Y (Y(A-B))/A A - B) --------- A Where: X = The number of shares of Common Stock to be issued to the Holder pursuant to this net exercise; Y = The number of Shares in respect of which the net issue election is made; A = The fair market value of one share of the Common Stock at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty (30) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the tot he net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)4, the Holder may elect to receive, without the payment by the Holder of any additional consideration, shares of Common Stock Warrant Shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice the 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))/AA Where: X = The number of Warrant Shares to be issued to the Holder pursuant to this net exercise; Y = The number of Warrant Shares in respect of which the net issue election is made; A = The fair market value of one share of Common Stock Warrant Share at the time the net exercise issue election is made; ; B = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b)5, the fair market value of one share of Common Stock Warrant Share as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through the Nasdaq Stock National Market, the value shall be deemed to be the average of the closing prices of the Common Stock securities on such exchange over the thirty (30) day period ending one day three (3) days prior to the net exercise election; (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale and offer prices (whichever is applicable) over the thirty (30) day period ending one day three (3) days prior to the net exercise electionexercise; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Company.

Net Exercise. In lieu of exercising this Warrant pursuant to Section 3(a)1(b) above, the Holder may elect to receive, without receive a number of Shares to be calculated as follows: X = Y(A-B) ------ A where X = the payment by the Holder of any additional consideration, shares of Common Stock equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with notice of such election, in which event the Company shall issue to the Holder hereof a number of shares of Common Stock computed using to be issued to the following formula: X holder. Y = (Y(A-B))/A A = The fair market value the number of one share shares of Common Stock at the time the net exercise election is made; B requested to be exercised under this Warrant. A = The Exercise Price (as adjusted to the date of the net issuance). For purposes of this Section 3(b), the fair market value of one (1) share of Common Stock. B = the Warrant Price. For purposes of the above calculation, current fair market value of Common Stock as shall mean with respect to each share of a particular date shall be determined as followsCommon Stock: (i) if traded on a national securities exchange or through the Nasdaq Stock MarketNational Market (or similar national quotation system), the fair market value shall be deemed to be the average closing price (last reported sale) on the day the current fair market value of the closing prices of the Common Stock on such exchange over the thirty day period ending one day prior to the net exercise electionsecurities is being determined; (ii) if traded over-the-counter, the fair market value shall be deemed to be the average of the closing bid or sale prices sales price (whichever is as applicable) over the thirty calendar day period ending one day prior to three days before the net exercise electiondate of calculation; and or (iii) if there at any time the Common Stock is no active public marketnot traded as described in (i) or (ii) above, the current fair market value shall be the fair market value thereofhighest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the its Board of Directors Directors, unless the Company shall become subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the fair market value shall be deemed to be the value received by the holders of the Company's Common Stock on a common equivalent basis pursuant to such merger or acquisition.