Common use of Net Exercise Clause in Contracts

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one 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 check, the Holder may elect (the "Conversion Right") to receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. Y = the number of Exercise Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation). A = the Fair Market Value of one Exercise Share (at the date of such calculation). B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). The Company shall pay all reasonable administrative costs incurred by the Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date.

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value of one Exercise Share 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 checkcash, the Holder may elect (the "Conversion Right") to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Shares computed using the following formula: X = Y * (A-B) --------- A Where X = the number of Exercise Shares to be issued. issued to the Holder Y = the number of Exercise Shares purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation). exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such calculation). exercise) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). exercise) The Company shall pay all acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable administrative costs incurred by modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder in connection with the shall not be required to pay any cash upon any exercise of the Conversion Right by the Holder this Warrant pursuant to this Section 2.2. . For all purposes of this Warrant (b) Unless indicated otherwise in writing by other than this Section 2), any reference herein to the Holder, exercise of this Warrant shall automatically be exercised on March 31, 2010 by deemed to include a reference to the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value exchange of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive this Warrant for Exercise Shares as if such Holder had exercised in accordance with the terms of this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date2.2.

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), then in lieu of exercising this Warrant by payment of cash cash, check or checksurrendered Class B Limited Partnership Interest, the Holder may elect (the "Conversion Right") to receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company Issuer together with the properly endorsed Notice of Exercise in which event the Company Issuer shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y * (A-B) --------- A Where B)/A Where: X = the number of Exercise Shares to be issued. Y = the number of Exercise Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation). A = the Fair Market Value of one Exercise Share (at the date of such calculation). B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). The Company shall pay all reasonable administrative costs incurred by the Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 the last day of the Exercise Period by the Holder hereof pursuant to Section 2.2(a) hereof for Common Shares if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company Issuer shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date. (c) This Warrant may not be exercised pursuant to this Section 2.2 for amounts that would result in an aggregate Exercise Price (i.e., the product of Y and B as denoted in the formula set forth under Section 2.2(a) hereof) of less than $10 million or, if the Holder owns a Warrant that if exercised in full would result in an aggregate Exercise Price of less than $10 million, for less than the entire Warrant; provided, however, that the preceding sentence in this Section 2.2(c) shall not apply to an automatic exercise of this Warrant pursuant to Section 2.2(b) hereof.

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value of one Exercise Share 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 checkcash, the Holder may elect (the "Conversion Right") to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. issued to the Holder Y = the number of Exercise Shares purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation). exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such calculation). exercise) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). exercise) The Company shall pay all acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion, within the meaning of paragraph (d)(3)(iii) of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable administrative costs incurred by modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder in connection with the shall not be required to pay any cash upon any exercise of the Conversion Right by the Holder this Warrant pursuant to this Section 2.2. . For all purposes of this Warrant (b) Unless indicated otherwise in writing by other than this Section 2), any reference herein to the Holder, exercise of this Warrant shall automatically be exercised on March 31, 2010 by deemed to include a reference to the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value exchange of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive this Warrant for Exercise Shares as if such Holder had exercised in accordance with the terms of this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date2.2.

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value of one Exercise Share 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 checkcash, the Holder may elect (the "Conversion Right") to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. issued to the Holder Y = the number of Exercise Shares purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation). exercise) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such calculation). exercise) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculationexercise) The Company acknowledges that the provisions of this Section 2.2 are intended, in part, to ensure that a full or partial exchange of this Warrant pursuant to this Section 2.2 will qualify as a conversion for purposes of Rule 144 under the Securities Act and as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (or any similar provision of state or local law that follows the U.S. federal income tax treatment). The At the request of the Holder, the Company shall pay all will accept reasonable administrative costs incurred by modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For the avoidance of doubt, the Holder in connection with the shall not be required to pay any cash upon any exercise of the Conversion Right by the Holder this Warrant pursuant to this Section 2.2. . For all purposes of this Warrant (b) Unless indicated otherwise in writing by other than this Section 2), any reference herein to the Holder, exercise of this Warrant shall automatically be exercised on March 31, 2010 by deemed to include a reference to the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value exchange of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive this Warrant for Exercise Shares as if such Holder had exercised in accordance with the terms of this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date2.2.

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value fair market value of one 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 checkcash, the Holder may elect (the "Conversion Right") to receive Exercise Shares equal to the value (as determined below) of exercise this Warrant (or the portion thereof being exercised) on a net basis, by surrender of this Warrant at the principal office of the Company (or at such other place or places as may be determined by the Company from time to time) together with the properly endorsed Notice of Exercise Exercise, in which event the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. issued to the Holder Y = the number of Exercise Shares purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the number of Exercise Shares purchasable under the portion of this the Warrant being so exercised (at the date of such calculation). ) A = the Fair Market Value fair market value of one Exercise Share (at the date of such calculation). ) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). The Company ) For purposes of the above calculation and section 9 hereof, the fair market value of one Exercise Share shall pay all reasonable administrative costs incurred be determined by the Holder Company’s Board of Directors in good faith; provided, however, that in the event that this Warrant is exercised pursuant to this Section 3 in connection with the exercise Company’s initial public offering of its Class A common shares (“Common Shares”), the fair market value per Exercise Share shall be the per Common Share offering price to the public of the Conversion Right by the Holder pursuant to this Section 2.2Company’s initial public offering. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date.

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value fair market value of one share of Exercise Share 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 checkcash, the Holder may elect (the "Conversion Right") to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. issued to the Holder Y = the number of Exercise Shares purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised canceled (at the date of such calculation). ) A = the Fair Market Value fair market value of one Exercise Share purchasable under the Warrant (at the date of such calculation). ) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). The Company ) For purposes of the above calculation, the fair market value of one Exercise Share shall pay all reasonable administrative costs incurred be determined by the Holder Company’s Board of 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 exercise Company’s initial public offering of its Common Stock, the fair market value per share shall be the product of (i) the per share offering price to the public of the Conversion Right by Company’s initial public offering, and (ii) the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value number of one shares of Common Stock into which each Exercise Share issuable hereunder is greater than convertible at the Exercise Price per share on time of such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateexercise.

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value of one Exercise Share the Common Stock is greater than the Exercise Price (at as the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or checkcash, the Holder may elect (to exercise this Warrant through a net exercise as provided in this Section. In such event, the "Conversion Right") to Holder shall receive Exercise Shares shares equal to the net value (as determined below) of the Shares subject to this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company Company, together with the properly endorsed Notice of Exercise subscription form in which event the form attached hereto executed by the Holder (as provided in Section 2 above), and the Company shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. issued to the Holder Y = the number of Exercise Shares then purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation). ) A = the Fair Market Value of one Exercise Share the Common Stock (at the date of such calculation). ) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). The ) Upon any such exercise, if a balance of purchasable shares remains after such exercise, the Company shall pay all reasonable administrative costs incurred by the Holder in connection with the exercise of the Conversion Right by the Holder pursuant execute and deliver to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant a new Warrant for such balance of shares. No fractional shares arising out of the above formula for determining the number of shares issuable in such exchange shall be issued, and the Company shall in lieu thereof make payment to Section 2.2(a) the Holder hereof if of cash in the amount of such fraction multiplied by the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on Common Stock. Any tax liability related to such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder transaction shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for paid by the full number of Exercise Shares purchasable under this Warrant on such dateHolder.

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cash the Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or checkbefore the expiration of the Exercise Period, the Holder may elect (the "Conversion Right") to receive Exercise Shares equal to the value (as determined below) of surrender this Warrant (or the portion thereof being exercised) 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 and receive that number of Exercise Shares shares of Common Stock computed using the following formula: X = Y (A-B) --------- A Where Where: X = the number of Exercise Shares shares of Common Stock to be issuedissued to Holder. Y = the number of Exercise Shares purchasable under this Warrant or, if only shares of Common Stock that Holder would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a portion partial exercise of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculationWarrant). A = the Fair Market Value NYSE closing price on the last Trading Day prior to exercise of one Exercise Share (at the date of such calculation)this Warrant. B = the Exercise Price Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (as adjusted Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant in full pursuant to Section 5 hereof to the date provisions of such calculation). The Company shall pay all reasonable administrative costs incurred by the Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder6, and upon surrender of this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full that number of Exercise Shares purchasable under this Warrant on shares of Common Stock computed using the above formula, provided that the application of such dateformula as of the Expiration Date yields a positive number for “X”.

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one Exercise Share 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 checkpursuant to Section 4, the Holder may elect (to receive, without the "Conversion Right") to receive Exercise payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Warrant Shares computed using the following formula: X = Y (A-B) --------- ------ X= A Where Where: X = the The number of Exercise Warrant Shares to be issued. issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under this in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (Share at the date of such calculation). A = time the Fair Market Value of one Exercise Share (at the date of such calculation). net issue election is made; B = the The Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculationthe net issuance). The Company For purposes of this Section 5, the fair market value of one Warrant Share as of a particular date shall pay all reasonable administrative costs incurred by be determined as follows: (i) if traded on a securities exchange or through the Holder in connection with 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 Conversion Right Warrants; (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 three (3) days prior to the net exercise; 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 Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by Board of Directors of the HolderCompany; provided, this Warrant shall automatically be exercised on March 31that, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value Warrant is being exercised upon the closing of one Exercise 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 greater than convertible as specified in the Exercise Price per share on final prospectus with respect to such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateoffering.

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), then in lieu of exercising this Warrant by payment of cash cash, check or checksurrendered Class B Limited Partnership Interest, the Holder may elect (the "Conversion Right") to receive Exercise Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company Issuer together with the properly endorsed Notice of Exercise in which event the Company Issuer shall issue to the Holder a number of Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where Where: X = the number of Exercise Shares to be issued. Y = the number of Exercise Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculation). A = the Fair Market Value of one Exercise Share (at the date of such calculation). B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). The Company shall pay all reasonable administrative costs incurred by the Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 the last day of the Exercise Period by the Holder hereof pursuant to Section 2.2(a) hereof for Common Shares if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company Issuer shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date. (c) This Warrant may not be exercised pursuant to this Section 2.2 for amounts that would result in an aggregate Exercise Price (i.e., the product of Y and B as denoted in the formula set forth under Section 2.2(a) hereof) of less than $10 million or, if the Holder owns a Warrant that if exercised in full would result in an aggregate Exercise Price of less than $10 million, for less than the entire Warrant; provided, however, that the preceding sentence in this Section 2.2(c) shall not apply to an automatic exercise of this Warrant pursuant to Section 2.2(b) hereof.

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one Exercise Share 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 checkpursuant to Section 4, the Holder may elect (to receive, without the "Conversion Right") to receive Exercise payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Warrant Shares computed using the following formula: X = Y (AY(A-B) --------- A Where ------ X = the A Where: X = The number of Exercise Warrant Shares to be issued. issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under this in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (Share at the date of such calculation). A = time the Fair Market Value of one Exercise Share (at the date of such calculation). net issue election is made; B = the The Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculationthe net issuance). The Company For purposes of this Section 5, the fair market value of one Warrant Share as of a particular date shall pay all reasonable administrative costs incurred by be determined as follows: (i) if traded on a securities exchange or through the Holder in connection with 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 Conversion Right Warrants; (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 three (3) days prior to the net exercise; 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 Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by Board of Directors of the HolderCompany; provided, this Warrant shall automatically be exercised on March 31that, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value Warrant is being exercised upon the closing of one Exercise 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 greater than convertible as specified in the Exercise Price per share on final prospectus with respect to such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateoffering.

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value of one Exercise Share the Common Stock is greater than the Exercise Price (at as the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or checkcash, the Holder may elect to exercise this Warrant through a net exercise as provided in this Section. In such event, the Holder (the "Conversion Right"and/or its designees, as applicable) to shall receive Exercise Shares shares equal to the net value (as determined below) of the Shares subject to this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event Company, and the Company shall issue to the Holder (and/or its designees, as applicable) a number of Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. issued to the Holder Y = the number of Exercise Shares then purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised (at the date of such calculation). ) A = the Fair Market Value of one Exercise Share the Common Stock (at the date of such calculation). ) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). The ) Upon any such exercise, if a balance of purchasable shares remains after such exercise, the Company shall pay all reasonable administrative costs incurred by execute and deliver to the Holder in connection with the exercise (and/or its designees, as applicable) hereof a new Warrant for such balance of shares. No fractional shares arising out of the Conversion Right by above formula for determining the number of shares issuable in such exchange shall be issued, and the Company shall in lieu thereof make payment to the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holderand/or its designees, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(aas applicable) hereof if of cash in the amount of such fraction multiplied by the Fair Market Value of one Exercise Share is greater than Common Stock or round up to the Exercise Price per share on next whole share. Any tax liability related to such date. The Company transaction shall take all actions and execute and deliver all documents necessary to effect the foregoing, and be paid by the Holder shall be entitled to receive Exercise Shares (and/or its designees, as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateapplicable).

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Exercise Share 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 checkcash, the Holder may elect (the "Conversion Right") to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of shares of Exercise Shares to be issued. issued to the Holder Y = the number of shares of Exercise Shares purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised canceled (at the date of such calculation). ) A = the Fair Market Value fair market value of one share of the Company’s Exercise Share Shares (at the date of such calculation). ) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). The Company ) For purposes of the above calculation, the fair market value of one share of the Exercise Shares shall pay all reasonable administrative costs incurred be determined by the Holder 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 exercise Company’s initial public offering of its Common Stock, the Conversion Right by the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price fair market value per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateshall be the per share offering price to the public of the Company’s initial public offering.

Net Exercise. (a) Notwithstanding In the event that any provision herein holder of Warrant Certificates delivers such Warrant Certificates to the contraryCompany and notifies the Company in writing that such holder intends to exercise all, if or any portion of, the Fair Market Value Warrants represented by such Warrant Certificates to satisfy its obligation to pay the Purchase Price in respect thereof by virtue of one Exercise Share is greater than the Exercise Price (at the date provisions of calculation as set forth belowthis Section 2.1(d), such holder shall become entitled to receive, instead of the number of shares of Common Stock such holder would have received had the Purchase Price been paid pursuant to Section 2.1(b) or Section 2.1(c) hereof, a number of shares of Common Stock in lieu respect of exercising this Warrant by payment the exercise of cash or check, the Holder may elect (the "Conversion Right") to receive Exercise Shares such Warrants equal to the value product of: (as determined belowi) of this Warrant (or the portion thereof being exercised) 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. Y = the number shares of Exercise Shares purchasable under this Common Stock issuable upon such exercise of such Warrant Certificate (or, if only a portion of this such Warrant Certificate is being exercised, issuable upon the portion exercise of this Warrant being exercised such portion); multiplied by (ii) the quotient of: (A) the difference of: (I) the Market Price per share of Common Stock at the date time of such calculation). A = exercise; minus (II) the Fair Market Value Purchase Price per share of one Exercise Share (Common Stock at the date time of such calculation). B = exercise; divided by (B) the Exercise Market Price (as adjusted pursuant to Section 5 hereof to per share of Common Stock at the date time of such calculation)exercise. The Company shall not be required to issue fractional shares by virtue of this Section , but shall pay all reasonable administrative costs incurred by the Holder exercising holder cash in connection lieu of such fractional share in accordance with Section 2.6 hereof. For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss.230.144, the Company and the Purchasers agree that the exercise of the Conversion Right by the Holder any Warrants in accordance with this Section shall be deemed to be a conversion of such Warrants, pursuant to the terms of this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, Agreement and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateWarrants, into Common Stock.

Net Exercise. (a) Notwithstanding any provision herein to the contraryforegoing, if the Fair Market Value Holder submits an Exercise Notice at any time following the one-year anniversary of one Exercise Share the Initial Issuance Date, and at such time an effective Registration Statement is greater than not available for the Exercise Price (at resale of all of the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash or checkShares issuable hereunder, the Holder may elect to pay the Exercise Price in either cash or pursuant to a cashless exercise (a “Cashless Exercise”), as hereinafter provided, or, at the "Conversion Right"election of Holder, a combination thereof. The Holder may effect a Cashless Exercise by (i) delivery of an Exercise Notice noting that the Holder wishes to receive effect a Cashless Exercise Shares equal and (ii) the surrender to the value (Company, on or as determined below) soon as practicable following the date the Holder delivers the Exercise Notice to the Company, of this Warrant (or an indemnification undertaking with respect to this Warrant in the portion thereof being exercisedcase of its loss, theft or destruction), upon which the Company shall (X) by surrender issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of the holder 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = or its designee, for the number of Exercise Shares shares of Common Stock to be issued. Y = which the number of Exercise Shares purchasable under this Warrant or, if only a portion holder of this Warrant is being exercisedentitled pursuant to such exercise, or (Y) provided that the portion Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, upon the request of the holder, credit such aggregate number of shares of Common Stock to which the holder of this Warrant being exercised (at the date of such calculation). A = the Fair Market Value of one Exercise Share (at the date of such calculation). B = the Exercise Price (as adjusted is entitled pursuant to Section 5 hereof such exercise to the date of such calculation)holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system. The Company shall pay all reasonable administrative costs incurred by the Holder in connection with the exercise number of the Conversion Right by Warrant Shares to be issued to the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one a Cashless Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares determined as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date.follows:

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one Exercise Share 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 checkpursuant to Section 4, the Holder may elect (to receive, without the "Conversion Right") to receive Exercise payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Warrant Shares computed using the following formula: X = Y (A-A - B) --------- X= A Where X Where:X = the The number of Exercise Warrant Shares to be issued. issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under this in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (Share at the date of such calculation). A = time the Fair Market Value of one Exercise Share (at the date of such calculation). net issue election is made; B = the The Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculationthe net issuance). The Company For purposes of this Section 5, the fair market value of one Warrant Share as of a particular date shall pay all reasonable administrative costs incurred by be determined as follows: (i) if traded on a securities exchange or through the Holder in connection with 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 Conversion Right Warrants; (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 three (3) days prior to the net exercise; 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 Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by Board of Directors of the HolderCompany; provided, this Warrant shall automatically be exercised on March 31that, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value Warrant is being exercised upon the closing of one Exercise 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 greater than convertible as specified in the Exercise Price per share on final prospectus with respect to such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateoffering.

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cash the Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or checkbefore the expiration of the Exercise Period, the Holder may elect (the "Conversion Right") to receive Exercise Shares equal to the value (as determined below) of surrender this Warrant (or the portion thereof being exercised) 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 and receive that number of Exercise Shares shares of Common Stock computed using the following formula: X = Y (A-B) --------- A Where Where: X = the number of Exercise Shares shares of Common Stock to be issuedissued to Holder. Y = the number of Exercise Shares purchasable under this Warrant or, if only shares of Common Stock that ▇▇▇▇▇▇ would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a portion partial exercise of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculationWarrant). A = the Fair Market Value NYSE closing price on the last Trading Day prior to exercise of one Exercise Share (at the date of such calculation)this Warrant. B = the Exercise Price Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (as adjusted Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant in full pursuant to Section 5 hereof to the date provisions of such calculation). The Company shall pay all reasonable administrative costs incurred by the Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder6, and upon surrender of this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full that number of Exercise Shares purchasable under this Warrant on shares of Common Stock computed using the above formula, provided that the application of such dateformula as of the Expiration Date yields a positive number for “X”.

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value of one Exercise Share 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 checkcash, the Holder may elect (the "Conversion Right") to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. issued to the Holder Y = the number of Exercise Shares purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised canceled (at the date of such calculation). ) A = the Fair Market Value of one Exercise Share purchasable under the Warrant (at the date of such calculation). ) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). ) The Company shall pay all reasonable administrative costs incurred by acknowledges that the Holder provisions of this Section 2.2 are intended, in connection with the exercise part, to ensure that a full or partial exchange of the Conversion Right by the Holder this Warrant pursuant to this Section 2.2. 2.2 will qualify as a conversion, within the meaning of paragraph (bd)(3)(iii) Unless indicated otherwise in writing by of Rule 144 under the Securities Act. At the request of the Holder, the Company will accept reasonable modifications to the exchange procedures provided for in this Section in order to accomplish such intent. For all purposes of this Warrant (other than this Section 2), any reference herein to the exercise of this Warrant shall automatically be exercised on March 31, 2010 by deemed to include a reference to the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value exchange of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive this Warrant for Exercise Shares as if such Holder had exercised in accordance with the terms of this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date2.2.

Net Exercise. (a) Notwithstanding In the event that any provision herein holder of Warrant Certificates delivers such Warrant Certificates to the contraryCompany and notifies the Company in writing that such holder intends to exercise all, if or any portion of, the Fair Market Value Warrants represented by such Warrant Certificates to satisfy its obligation to pay the Purchase Price in respect thereof by virtue of one Exercise Share is greater than the Exercise Price (at the date provisions of calculation as set forth belowthis Section 2.1(d), such holder shall become entitled to receive, instead of the number of shares of Common Stock such holder would have Exhibit 1.1(b)-4 received had the Purchase Price been paid pursuant to Section 2.1(b) or Section 2.1(c) hereof, a number of shares of Common Stock in lieu respect of exercising this Warrant by payment the exercise of cash or check, the Holder may elect (the "Conversion Right") to receive Exercise Shares such Warrants equal to the value product of: (as determined belowi) of this Warrant (or the portion thereof being exercised) 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. Y = the number shares of Exercise Shares purchasable under this Common Stock issuable upon such exercise of such Warrant Certificate (or, if only a portion of this such Warrant Certificate is being exercised, issuable upon the portion exercise of this Warrant being exercised such portion); MULTIPLIED BY (ii) the quotient of: (A) the difference of: (I) the Market Price per share of Common Stock at the date time of such calculation). A = exercise; MINUS (II) the Fair Market Value Purchase Price per share of one Exercise Share (Common Stock at the date time of such calculation). B = exercise; DIVIDED BY (B) the Exercise Market Price (as adjusted pursuant to Section 5 hereof to per share of Common Stock at the date time of such calculation)exercise. The Company shall not be required to issue fractional shares by virtue of this Section 2.1(d), but shall pay all reasonable administrative costs incurred by the Holder exercising holder cash in connection lieu of such fractional share in accordance with Section 2.6 hereof. For purposes of Rule 144 under the Securities Act, 17 C.F.R. '230.144, the Company and the Purchasers agree that the exercise of the Conversion Right by the Holder any Warrants in accordance with this Section 2.1(d) shall be deemed to be a conversion of such Warrants, pursuant to the terms of this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, Agreement and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateWarrants, into Common Stock.

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value fair market value of one share of the Exercise Share 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 checkcash, the Holder may elect (the "Conversion Right") to receive Exercise Shares shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Shares shares of Series E Preferred computed using the following formula: X = Y (A-B) --------- ------- A Where X = the number of shares of Exercise Shares to be issued. issued to the Holder Y = the number of shares of Exercise Shares purchasable under this the Warrant or, if only a portion of this the Warrant is being exercised, the portion of this the Warrant being exercised canceled (at the date of such calculation). ) A = the Fair Market Value fair market value of one share of the Company's Exercise Share (at Shares on the date of such calculation). Exercise Date B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation). The Company ) For purposes of the above calculation, the fair market value of one share of Exercise Shares shall pay all reasonable administrative costs incurred be determined by the Holder Company's Board of Directors in connection with good faith; provided, however, that in the exercise of the Conversion Right by the Holder event that this Warrant is exercised pursuant to this Section 2.2. (bA) Unless indicated otherwise in writing by after the HolderCompany's initial public offering, this Warrant shall automatically be exercised the fair market value on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder Date shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date.closing

Net Exercise. (a) Notwithstanding any provision provisions herein to the contrary, if the Fair Market Value of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising all or any portion of this Warrant by with payment of cash cash, check or checkwire transfer or by cancellation of indebtedness as provided in Section 2.1, the Holder may elect (the "Conversion Right") to receive Exercise Shares equal to the value (as determined below) of exercise this Warrant (or the any portion thereof being exercisedhereof) by surrender of this Warrant at the principal office on a net basis without payment of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to foregoing consideration, such that the Holder a receives the number of Exercise Shares computed using the following formula: formula (and any and all references in this Warrant to payment of the Exercise Price shall include exercise of this Warrant (or any portion hereof) pursuant to this Section 2.2) (such exercise, a “Net Exercise”): X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. issued to the Holder Y = the number of Exercise Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the that portion of this Warrant being exercised (at the date of such calculation). ) A = the Fair Market Value fair market value of one Exercise Share (at the date of such calculation). ) B = the Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculation) For purposes of the above calculation, if shares of Common Stock are then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value of an Exercise Share shall be the closing price or last sale price of a share of Common Stock reported for the Business Day immediately before the date on which Holder delivers this Warrant (to the extent required) together with its Notice of Exercise to the Company; provided, however, that if this Warrant is exercised pursuant to this Section 2.2 in connection with a Change of Control, the fair market value per share shall be the value ascribed to the consideration to be paid in respect of one share of the Exercise Shares in the definitive agreement(s) relating to such Change of Control, or if no such value is set forth in the definitive agreements(s) relating to such Change of Control, as determined in good faith by the Board. If shares of Common Stock are not then traded in a Trading Market, the Board shall adopt the fair market value of an Exercise Share recommended by a nationally recognized independent investment bank or other qualified financial institution, which fair market value shall not give effect to minority or illiquidity discounts. If Exercise Shares are issued in such a Net Exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Act, the Exercise Shares shall take on the registered characteristics of this Warrant, and the holding period of this Warrant may be tacked on to the holding period of the Exercise Shares (provided that the Securities and Exchange Commission continues to take the position that such treatment is proper at the time of such exercise). The Company shall pay all reasonable administrative costs incurred by the Holder in connection with the exercise of the Conversion Right by the Holder pursuant agrees not to take any position contrary to this Section 2.2. (b) Unless indicated otherwise in writing . For the avoidance of doubt, the Holder may utilize Net Exercise as contemplated by this Section 2.2 only if at the time of exercise hereof, there is no effective registration statement registering, or the prospectus therein is not available for, the issuance of the Exercise Shares to the Holder. In all other scenarios, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall only be entitled permitted to receive Exercise Shares as if such Holder had exercised exercise this Warrant pursuant to in cash in accordance with Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such date2.1.

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one Exercise Share 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 checkpursuant to Section 4, the Holder may elect (to receive, without the "Conversion Right") to receive Exercise payment by the Holder of any additional consideration, Warrant Shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercisedcanceled) 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 Exercise Warrant Shares computed using the following formula: Y(A - B) -------- X = Y (A-B) --------- A Where Where: X = the The number of Exercise Warrant Shares to be issued. issued to the Holder pursuant to this net exercise; Y = the The number of Exercise Warrant Shares purchasable under this in respect of which the net issue election is made; A = The fair market value of one Warrant or, if only a portion of this Warrant is being exercised, the portion of this Warrant being exercised (Share at the date of such calculation). A = time the Fair Market Value of one Exercise Share (at the date of such calculation). net issue election is made; B = the The Exercise Price (as adjusted pursuant to Section 5 hereof to the date of such calculationthe net issuance). The Company For purposes of this Section 5, the fair market value of one Warrant Share as of a particular date shall pay all reasonable administrative costs incurred by be determined as follows: (i) if traded on a securities exchange or through the Holder in connection with 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 Conversion Right Warrants; (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 three (3) days prior to the net exercise; 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 Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by Board of Directors of the HolderCompany; provided, this Warrant shall automatically be exercised on March 31that, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value Warrant is being exercised upon the closing of one Exercise 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 greater than convertible as specified in the Exercise Price per share on final prospectus with respect to such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateoffering.

Net Exercise. (a) Notwithstanding any provision herein to the contrary, if the Fair Market Value of one Exercise Share is greater than the Exercise Price (at the date of calculation as set forth below)Holder, in lieu of exercising this Warrant by payment of cash the Exercise Price in immediately available funds pursuant to Section 3(a), may elect, at any time on or checkbefore the expiration of the Exercise Period, the Holder may elect (the "Conversion Right") to receive Exercise Shares equal to the value (as determined below) of surrender this Warrant (or the portion thereof being exercised) 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 and receive that number of Exercise Shares shares of Common Stock computed using the following formula: Y(A - B) X = Y (A-B) --------- A Where --------------- Where: X = the number of Exercise Shares shares of Common Stock to be issuedissued to Holder. Y = the number of Exercise Shares purchasable under this Warrant or, if only shares of Common Stock that ▇▇▇▇▇▇ would otherwise have been entitled to purchase hereunder pursuant to Section 2(a) (or such lesser number of shares as Holder may designate in the case of a portion partial exercise of this Warrant is being exercised, the portion of this Warrant being exercised (at the date of such calculationWarrant). A = the Fair Market Value NYSE closing price on the last Trading Day prior to exercise of one Exercise Share (at the date of such calculation)this Warrant. B = the Exercise Price Price. Election to exercise under this Section 6 may be made by delivering to Company a signed Notice of Exercise form in accordance with Section 3(a), to be followed by delivery of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, if as of the close of business on the last Business Day preceding the Expiration Date this Warrant remains unexercised as to all or a portion of the shares of Common Stock purchasable hereunder, then effective as 9:00 a.m. (as adjusted Pacific time) on the Expiration Date, Holder shall be deemed, automatically and without need for notice to Company, to have elected to exercise this Warrant in full pursuant to Section 5 hereof to the date provisions of such calculation). The Company shall pay all reasonable administrative costs incurred by the Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder6, and upon surrender of this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full that number of Exercise Shares purchasable under this Warrant on shares of Common Stock computed using the above formula, provided that the application of such dateformula as of the Expiration Date yields a positive number for “X”.

Net Exercise. (a) Notwithstanding any provision herein to the contraryforegoing, if the Fair Market Value of one Holder submits an Exercise Share is greater than the Exercise Price (Notice at any time following the date that is one year after the Issuance Date, and at such time an effective Registration Statement is not available for the resale of calculation as set forth below), in lieu all of exercising this the Warrant by payment of cash or checkShares issuable hereunder, the Holder may elect to pay the Exercise Price in either cash or pursuant to a cashless exercise (a “Cashless Exercise”), as hereinafter provided, or, at the "Conversion Right"election of Holder, a combination thereof. The Holder may effect a Cashless Exercise by (i) delivery of an Exercise Notice noting that the Holder wishes to receive effect a Cashless Exercise Shares equal and (ii) the surrender to the value (Company, on or as determined below) soon as practicable following the date the Holder delivers the Exercise Notice to the Company, of this Warrant (or an indemnification undertaking with respect to this Warrant in the portion thereof being exercisedcase of its loss, theft or destruction), upon which the Company shall (X) by surrender issue and deliver to the address specified in the Exercise Notice, a certificate, registered in the name of the holder of this Warrant at or its designee, for the principal office number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise, or (Y) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, upon the request of the Company together holder, credit such aggregate number of shares of Common Stock to which the holder of this Warrant is entitled pursuant to such exercise to the holder’s or its designee’s balance account with the properly endorsed Notice DTC through its Deposit Withdrawal Agent Commission system. The number of Exercise in which event the Company shall issue Warrant Shares to be issued to the Holder pursuant to a number of Cashless Exercise Shares computed using the following formulashall be determined as follows: X = Y x (A-B) --------- A Where B)/A where: X = the number of Exercise Warrant Shares to be issued. issued to the Holder; Y = the number of Exercise Warrant Shares purchasable under this Warrant or, if only a portion of with respect to which this Warrant is being exercised, ; A = the portion fair market value of this Warrant being exercised (one share of Common Stock at the date of such calculation). A = the Fair Market Value of one Exercise Share (at the date of such calculation). exercise; and B = the Exercise Price. For purposes of this Section 2(b), the fair market value of one share of Common Stock shall be determined in good faith by the Company’s Board of Directors; provided, however, that 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 cumulative twenty (20) – day Volume Weighted Average Price (as adjusted pursuant to Section 5 hereof to “VWAP”) of the Common Stock for the twenty trading days immediately preceding (but not including) the date of exercise, calculated by adding up the dollars traded on such calculation). The Company shall pay all reasonable administrative costs incurred national exchange or over-the-counter market for every transaction during the twenty (20) – day period (price times shares traded) and then dividing by the Holder in connection with the exercise of the Conversion Right by the Holder pursuant to this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share total shares traded on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof national exchange or over-the-counter market for the full number of Exercise Shares purchasable under this Warrant on such datetwenty (20) – day period.

Net Exercise. (a) Notwithstanding In the event that any provision herein holder of Warrant Certificates delivers such Warrant Certificates to the contraryCompany and notifies the Company in writing that such holder intends to exercise all, if the Fair Market Value of one 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 checkany portion of, the Holder may elect (Warrants represented by such Warrant Certificates to satisfy its obligation to pay the "Conversion Right") Purchase Price in respect thereof by virtue of the provisions of this Section 0, such holder shall become entitled to receive Exercise Shares receive, instead of the number of shares of Common Stock such holder would have received had the Purchase Price been paid pursuant to Section 0 or Section 0 hereof, a number of shares of Common Stock in respect of the exercise of such Warrants equal to the value product of: (as determined belowi) of this Warrant (or the portion thereof being exercised) 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 Exercise Shares computed using the following formula: X = Y (A-B) --------- A Where X = the number of Exercise Shares to be issued. Y = the number shares of Exercise Shares purchasable under this Common Stock issuable upon such exercise of such Warrant Certificate (or, if only a portion of this such Warrant Certificate is being exercised, issuable upon the portion exercise of this Warrant being exercised such portion); MULTIPLIED BY (ii) the quotient of: (A) the difference of: (I) the Market Price per share of Common Stock at the date time of such calculation). A = exercise; MINUS (II) the Fair Market Value Purchase Price per share of one Exercise Share (Common Stock at the date time of such calculation). B = exercise; DIVIDED BY (B) the Exercise Market Price (as adjusted pursuant to Section 5 hereof to per share of Common Stock at the date time of such calculation)exercise. The Company shall not be required to issue fractional shares by virtue of this Section 0, but shall pay all reasonable administrative costs incurred by the Holder exercising holder cash in connection lieu of such fractional share in accordance with Section 0 hereof. For purposes of Rule 144 under the Securities Act, 17 C.F.R. ss.230.144, the Company and the Purchasers agree that the exercise of the Conversion Right by the Holder any Warrants in accordance with this Section 0 shall be deemed to be a conversion of such Warrants, pursuant to the terms of this Section 2.2. (b) Unless indicated otherwise in writing by the Holder, this Warrant shall automatically be exercised on March 31, 2010 by the Holder hereof pursuant to Section 2.2(a) hereof if the Fair Market Value of one Exercise Share is greater than the Exercise Price per share on such date. The Company shall take all actions and execute and deliver all documents necessary to effect the foregoing, Agreement and the Holder shall be entitled to receive Exercise Shares as if such Holder had exercised this Warrant pursuant to Section 2.2(a) hereof for the full number of Exercise Shares purchasable under this Warrant on such dateWarrants, into Common Stock.