Common use of Right to Convert Clause in Contracts

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 11(b) hereof), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X= A - BY Where: X = the number of shares of Common Stock that may be issued to holder Y = the fair market value (FMV) of one (1) share of Common Stock A = the aggregate FMV (i.e., FMV x Converted Warrant ShareShares) No B = the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price)No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the a holder of this Warrant under the terms of this Warranthereof, the a holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares shares of Common Stock as provided in this Section 10.2 4 at any time or from time to time during the term of period during which this WarrantWarrant is exercisable pursuant to the terms hereof. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of Shares shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 4(b) below), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate of the Warrant Price of applicable to the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricey) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X= A-B --- Y Where: X= the number of shares of Common Stock that may be issued to the holder Y= the fair market value (FMV) of one share of Common Stock A= the aggregate FMV (I.E., FMV x Converted Warrant ShareShares) B= the aggregate Warrant Price (I.E., Converted Warrant Shares x Warrant Price) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant4(a), Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition (i) Subject to subsection (c), each share of Series A Preferred Stock and without limiting Series B Preferred Stock shall be convertible, at the rights option of the holder under the terms of this Warrantthereof, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during after the term date of issuance of such share, at the office of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price corporation or any cash or other consideration) that transfer agent for the particular series of Preferred Stock, into such number of fully paid and nonassessable Shares shares of Common Stock as is determined according to by dividing (A) the following formula: X = Original Series A Issue Price for each share of Series A Preferred Stock and (B) the Original Series B - Issue Price for each share of Series B Preferred Stock, plus all declared but unpaid dividends thereon for each share of Series A Where: X = Preferred Stock or Series B Preferred Stock, by the number Conversion Price at the time in effect for such share. The initial Conversion Price per share for shares of Shares that Series A Preferred Stock shall be issued the Original Series A Issue Price and the initial Conversion Price per share for shares of Series B Preferred Stock shall be the Original Series B Issue Price; provided, however, that the Conversion Price for the Series A Preferred Stock and Series B Preferred Stock shall be subject to holder Y = adjustment as set forth in subsection 3(c). (ii) Each share of Series A Preferred Stock and Series B Preferred Stock shall automatically be converted into shares of Common Stock at the fair market value Conversion Price at the time in effect for such shares immediately upon the earlier of one Share A = (A) the consummation of the corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), the public offering price of which was not less than $10.00 per share (subject to appropriate adjustments for stock splits, stock dividends, combinations or other recapitalizations) and $7,500,000 in the aggregate Warrant Price or (B) the date upon which the corporation obtains the consent of the specified number holders of Converted Warrant Shares immediately prior to the exercise a majority of the Conversion Right (i.e.then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than voting together as a whole number, the Company shall pay to the holder single class on an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrantconverted basis.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - – A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share A = share of Series Preferred A= the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition (1) Subject to and without limiting Article 9(c), each fully paid Preferred Share shall be convertible, at the rights option of the holder under thereof, at any time after the terms date of this Warrantissuance of such Preferred Share at the Office or any transfer agent for the Preferred Shares, into one fully paid and non-assessable Ordinary Share nominal value NIS 0.01 and the Company shall, at such time, issue to the holders thereof, for no additional charge (a portion of the premium paid for such Preferred Shares being attributed as payment on account of the nominal value of such additional Ordinary Shares – in the event that the then applicable law requires that shares are issued for no less than their nominal value and to the extent no other source available pursuant to the provisions of the then applicable law may be used for such purpose), such number of fully-paid and non-assessable Ordinary Shares as required so that the total number of Ordinary Shares so issued (i.e. including the Ordinary Share into which the Preferred Share was converted) will be equal to the number determined by dividing the Original Issue Price applicable to such Preferred Share by the Conversion Price (as defined below) at the time in effect for such share. In the event that the then applicable law requires that shares are issued for not less than their nominal value, and the aggregate nominal value of all such Ordinary Shares shall exceed the consideration paid to the Company with respect to such Preferred Share, the holder thereof shall have pay the right Company such excess nominal value to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time extent no other source available pursuant to time during the term of this Warrant. Upon exercise provisions of the then applicable law (such as premiums paid for other shares of the Company) may be used for such purpose. The initial Conversion Right with respect to a particular number of Shares subject to this Warrant (Price per share for the “Converted Warrant Series BB-3 Preferred Shares”), the Company shall deliver to Series BB-1 Preferred Shares and the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Series AA Preferred Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Original Issue Price of the specified number of Converted Warrant Series BB-1 Preferred Shares immediately prior to and the exercise of initial Conversion Price for the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Series BB-2 Preferred Shares shall be issuable upon exercise the Original Issue Price of the Series BB-2 Preferred Shares, provided, however, that the Conversion RightPrice for the Preferred Shares shall be subject to adjustment as set forth in subarticles 9(c), and9(d) and 9(e). (2) Each Preferred Share shall automatically be converted into Ordinary Shares at the Conversion Price at the time in effect for such Preferred Share upon the earlier of: (A) a Qualified IPO, or (B) the written consent of the Majority Preferred Shareholders, provided however that if such conversion is not part of, or conditioned upon the number of Shares to closing of, a Qualified Transaction (as defined in Article (12)(g) below), such conversion shall be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay subject to the holder an amount Special BB Consent as set forth in cash equal to Article 12(g) below. The Series AA Preferred Shares shall also automatically be converted into Ordinary Shares as aforesaid upon the fair market value consent of the resulting fractional Share on holders of at least sixty six percent (66%) of the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrantand then outstanding Series AA Preferred Shares.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of duly authorized, fully paid and nonassessable Shares shares of Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”a) into Shares as provided in this Section 10.2 at At any time or from time to time during the term Option Term when the Option Price shall be less than the Current Market Price (as hereinafter defined) of a share of Class A Common Stock, the Optionee shall have the right to convert the Option to acquire Vested Option Shares or any portion thereof (the "Conversion Right"), without payment by the Optionee of the Option Price or any other consideration, into shares of Class A Common Stock as provided in this WarrantSection 6. Upon exercise of the Conversion Right with respect to a particular number of Vested Option Shares subject to this Warrant (the “"Converted Warrant Option Shares”"), the Company Optionee shall deliver be entitled to the holder receive (without payment by the holder Optionee of any exercise price the Option Price or any cash or other consideration) that number of fully paid and nonassessable Shares as is shares of Class A Common Stock determined according to in accordance with the following formula: X = B - A Where: Y ----- Z X = the number product of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Current Market Price of the specified number a share of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., Class A Common Stock times the number of Converted Warrant Shares Option Shares, in each case as of the Conversion Date (as defined in Section 6(b)) Y = the product of the Option Price multiplied by the Warrant Price) B number of the Converted Option Shares, in each case as of the Conversion Date, Z = the aggregate fair market value Current Market Price of a share of Class A Common Stock on the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Conversion Date No fractional Option Shares shall be issuable upon exercise of the Conversion Conversation Right, and, and if the number of Option Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company WPCC shall pay to the holder Optionee an amount in cash equal to the fair market value Current Market Price of the resulting fractional Option Share on the Conversion Date Date. (as hereinafter defined). For purposes b) The Conversion Right may be exercised by the Optionee by delivery of Section 10 of this Warrant, Shares issued pursuant a written statement to WPCC specifying that the Optionee intends to exercise the Conversion Right shall be treated as if they were issued upon and indicating the number of Converted Option Shares which are covered by the exercise of this Warrantthe Conversion Right. Such conversion shall be effective upon receipt by WPCC of the aforesaid written statement, or on such later date as is specified therein (the "Conversion Date").

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into Shares shares of Common Stock or Warrant Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Common Stock or Warrant Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 9(a) at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (1) the aggregate Warrant Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price2) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted Warrant Share) share of Common Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms (a) The Holder of this Warrant, the holder Warrant shall have the right (but not the obligation) to require the Company to convert this Warrant or any portion thereof (the “"Conversion Right”) "), at any time after one year from the date of this Warrant and prior to its expiration, into Shares Warrant Units as provided for in this Section 10.2 at any time or from time to time during the term of this Warrant10. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (by the “Converted Warrant Shares”)Holder, the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other considerationprice) that number of fully paid and nonassessable Shares as is determined according Warrant Units equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Exercise Price of for the specified number of Converted Warrant Shares Units in effect immediately prior to the exercise of the Conversion Right from the aggregate "Fair Market Value" (i.e., the number of Converted Warrant Shares multiplied by as determined below) for the Warrant Price) B = Units immediately prior to the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right) by (ii) the Fair Market Value of one Warrant Unit immediately prior to the exercise of the Conversion Right. (b) The Conversion Right may be exercised by the Holder, andat any time or from time to time, if prior to its expiration, on any business day, by delivering a written notice (the "Conversion Notice") to the Company at the offices of the Company exercising the Conversion Right and specifying (i) the total number of Warrant Units the Holder will purchase pursuant to such conversion, and (ii) a place, and a date not less than five (5) nor more than twenty (20) business days from the date of the Conversion Notice, for the closing of such purchase. (c) At any closing under Section 10(b) hereof, (i) the Holder will surrender the Warrant, (ii) the Company will deliver or cause to be delivered to the Holder a certificate or certificates for the number of Shares to be issued determined shares of Common Stock and Redeemable Warrants comprising the Warrant Units issuable upon such conversion, together with cash in accordance with the foregoing formula is other than lieu of any fraction of a whole numberWarrant Unit, and (iii) the Company shall pay will deliver to the holder an amount in cash equal Holder a new Warrant representing the number of Warrant Units, if any, with respect to which the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right Warrant shall be treated as if they were issued upon the exercise of this Warrantnot have been converted.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Y Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company Corporation shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Common Stock computed using the following formula: X = B Y (A - B) --------- A Where: Where X = the number of Shares that shall shares of Common Stock to be issued delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Corporation's Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value per share exercise price of the specified Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company Corporation shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Stock as provided in this Section 10.2 1.5 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Stock computed using the following formula: X = B Y (A - B) --------- A Where: Where X = the number of shares of Stock to be delivered to the Holder Y = the number of Converted Warrant Shares that shall be issued to holder Y A = the fair market value of one Share A = the aggregate Warrant Price of the specified total number of Converted Warrant Shares immediately prior to the exercise shares of Common Stock into which one share of Stock can be converted on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value of Exercise Price (as adjusted to the specified Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Y Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, if the fair market value of one share of the Series Preferred is greater than the Warrant Price (at the date of calculation as set forth below) the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this WarrantTerm. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A Y(A-B) Where: X = the number of Shares that shall shares of Series Preferred to be issued to holder under this Section 10.2 Y = the number of shares of Series Preferred purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being converted (at the date of such calculation) A = the fair market value of one Share A = share of Series Preferred (at the aggregate Warrant Price date of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricesuch calculation) B = the aggregate fair market value Warrant Price (as adjusted to the date of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Sharesuch calculation) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 10.2 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “"Conversion Right”") into Shares shares of Warrant Stock as provided in this Section 10.2 at any time or from time 7, subject to time during the term of this Warrantrestrictions set forth in subsection 7.3 hereof. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Warrant Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof ), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Convened Warrant Shares”"'), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Convened Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the a holder of this Warrant under the terms of this Warranthereof, the a holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares shares of Common Stock as provided in this Section 10.2 4 at any time or from time to time during the term of period during which this WarrantWarrant is exercisable pursuant to the terms hereof. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of Shares shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 4(b) below), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate of the Warrant Price of applicable to the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Pricey) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X= A-B --- Y Where: X= the number of shares of Common Stock that may be issued to the holder Y= the fair market value (FMV) of one share of Common Stock A= the aggregate FMV (i.e., FMV x Converted Warrant ShareShares) B= the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant4(a), Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = Y= the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares that shall shares of Common Stock to be issued to the holder upon such exercise Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition Subject to and without limiting upon compliance with the rights of the holder under the terms provisions of this WarrantNote, the holder Holder shall have the right, at the Holder’s option, at any time prior to the close of business on the Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 4.1 and 4.2 or the Company shall have exercised its redemption rights under Section 1.1, such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, or (y) the date the Company pays or deposits in accordance with Section 7.10 the applicable Repurchase Price or Optional Redemption Price unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Warrant Note, or any portion thereof of such principal amount which is at least $10,000 (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term such lesser principal amount of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”Note as shall be outstanding at such time), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) plus accrued and unpaid interest, into that number of fully paid and nonassessable Shares non-assessable shares of Common Stock (as is determined according such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the following formula: X = B - A Where: X = applicable Conversion Date plus (z) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 5.2; provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 5.1 and after the Charter Amendment is effected or required to be effected in accordance with the Company’s obligations under the Note Purchase Agreement, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of Shares shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be issued converted into the right to holder Y = receive from the fair market value of one Share A = the aggregate Warrant Price Company, in lieu of the specified shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of Converted Warrant Shares shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the exercise applicable Conversion Date. Any such payment shall, for all purposes of the Conversion Right (i.e.this Note, the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares deemed to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash payment of principal plus a premium equal to the fair market value total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the resulting fractional Share on Holder has converted this Note to Common Stock, and only to the Conversion Date (as hereinafter defined). extent this Note is deemed to have been converted to Common Stock under this Article V. For purposes of Section 10 Sections 5.5 and 5.6, whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this WarrantNote (or a portion hereof) or words of similar import, Shares issued pursuant to the Conversion Right any determination required by such provision shall be treated made as if they a sufficient number of shares of Common Stock were issued then available for issuance upon the exercise conversion in full of this WarrantNote.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at At any time on or from time to time during after the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”)Issuance Date, the Company shall deliver to the holder (without payment by the holder of any exercise price such shares of Series C Preferred Stock may, at such holder’s option, elect to convert (a “Conversion”) all or any cash or other consideration) that portion of the shares of Series C Preferred Stock held by such person into a number of fully paid and nonassessable Shares as is determined according shares of Common Stock equal to the following formula: X = B - A Where: X = quotient of (i) the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price Liquidation Preference Amount of the specified number shares of Converted Warrant Shares immediately prior Series C Preferred Stock being converted (which, to the exercise extent that the holder elects to be paid accrued dividends in cash as contemplated by Section 2(c), shall exclude such accrued dividends) divided by (ii) the Conversion Price (as defined in Section 5(c) below) then in effect as of the Conversion Right (i.e.date of the delivery by such holder of its notice of election to convert. In the event of a notice of redemption of any shares of Series C Preferred Stock pursuant to Section 8 hereof, the number Conversion Rights of Converted Warrant Shares multiplied the shares designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption (which, in the connection with any redemption by the Warrant PriceCompany pursuant to Section 8(a), shall not be earlier than forty-five (45) B = days after the aggregate fair market value Company has given the notice provided for in this Section 5(a)), unless the redemption price is not paid on such redemption date, in which case the Conversion Rights for such shares shall continue until such price is paid in full. In the event of a liquidation, dissolution winding up or Deemed Liquidation Event of the specified number of Converted Warrant Shares (i.e.Company, the number Conversion Rights shall terminate at the close of Converted Warrant Shares multiplied by business on the fair market value last full day preceding the date fixed for the payment of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise any such amounts distributable on such event to the holders of Series C Preferred Stock. In the Conversion Rightevent of a redemption or liquidation, anddissolution, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole numberwinding up or Deemed Liquidation Event, the Company shall pay provide to each holder of shares of Series C Preferred Stock notice of such redemption or liquidation, dissolution, winding up or Deemed Liquidation Event, which notice shall (i) be sent at least forty-five (45) days prior to the holder an amount in cash equal to the fair market value termination of the resulting fractional Share on Conversion Rights and (ii) state the Conversion applicable Redemption Date (as hereinafter defined). For purposes of Section 10 of this Warrant) and the Applicable Redemption Price (as hereinafter defined) that will be paid or distributed on such redemption or liquidation, Shares issued pursuant to dissolution, winding up or Deemed Liquidation Event, as the Conversion Right shall be treated as if they were issued upon the exercise of this Warrantcase may be.

Right to Convert. In addition to and without limiting the rights of the holder Holders under the terms of this Warrant, the holder Holders shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holders (without payment by the holder Holders of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - B-A --- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder the Holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant. The number of Shares which may be acquired upon exercise of the Warrant shall be reduced by the number of Converted Warrant Shares.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of Shares that shall shares of Common Stock to be issued to the holder upon such exercise Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights ---------------- of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - B-A --- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrantwarrant, the holder Holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = (B - A – A) divided by Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No If shares of Common Stock are issuable pursuant to this Section 9, no fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrantwarrant, in the event Shareholder Approval has been obtained and shares of Common Stock are to be issued upon the exercise of this warrant, the holder Holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = (B - A – A) Divided by Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No If shares of Common Stock are issuable pursuant to this Section 9, no fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrantwarrant, the holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without after payment by of the holder of any exercise price or any cash or other consideration) exercise, that number of shares of fully paid and nonassessable Shares as is determined according non assessable Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 11(b) hereof), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share(1) share of Common Stock on the Conversion Date. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, if the holder fair market value of a share of Common Stock is greater than the Warrant Price, in lieu of exercising this Warrant for cash the Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 10.2 2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Common Stock computed using the following formula: X = B Y (A - B) A Where: Where X = the number of Shares that shall shares of Common Stock to be issued delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Company's Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value per share exercise price of the specified Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, but only to the extent this Warrant has not otherwise been exercised, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series C Preferred (or Common Stock if the Series C Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 9.1(a) at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series C Preferred (or Common Stock if the Series C Preferred has been automatically converted into Common Stock) equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise share of the Conversion Right, and, Series C Preferred (or Common Stock if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share Series C Preferred has been automatically converted into Common Stock) on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this WarrantExpressed as a formula, Shares issued pursuant to the Conversion Right such conversion shall be treated computed as if they were issued upon the exercise of this Warrant.follows:

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 11.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion (assuming the Series Preferred has been automatically converted into Common Stock) shall be computed as follows: X = B - A Where: X = the number of Shares shares of Common Stock that shall may be issued to holder Y = the fair market value (FMV) of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 11.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion (assuming the Series Preferred has been converted into Common Stock) shall be computed as follows: X = B - A ----- Y Where: X = the number of Shares shares of Common Stock that shall may be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one x Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In (1) Upon and subject to the provisions and conditions of this Article 4, the Holder of each Debenture shall have the right at such Holder’s option, at any time prior to the close of business on the earlier of (i) the Business Day immediately preceding the Maturity Date of the Debentures; (ii) if the Debentures are called for redemption by notice to the holders of Debentures in accordance with Article 3, on the Business Day immediately preceding the date specified by the Corporation for redemption of the Debentures; and (iii) the Business Day immediately preceding the fifth Business Day prior to a Change of Control Repurchase Date; (the earlier of which will be a "Time of Expiry" in respect of the Debentures), to convert any part, being $1,000 or an integral multiple thereof, of the principal amount of a Debenture into Common Shares at the Conversion Price in effect on the Date of Conversion. To the extent a redemption is a redemption in part only of the Debentures, such right to convert, if not exercised prior to the applicable Time of Expiry, shall survive as to any Debentures not redeemed or converted and be applicable to the next succeeding Time of Expiry. (2) The Conversion Price in effect on the date hereof for each Common Share to be issued upon the conversion of Debentures shall be equal to $0.25 such that 4000 Common Shares shall be issued for each $1,000 principal amount of Debentures so converted. Except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with Article 4. No fractional Common Shares will be issued, any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number and holders will receive a cash payment in satisfaction of any fractional interest based on the Current Market Price as of the Date of Conversion (provided, however, that the Corporation shall not be required to make any payment of less than $10.00). The Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of Section 4.5. (3) Holders converting Debentures will receive, in addition to the applicable number of Common Shares, accrued and without limiting unpaid interest in respect of the Debentures surrendered for conversion up to but excluding the Date of Conversion from, and including, the most recent Interest Payment Date in accordance with Section 4.4(5). (4) Notwithstanding any other provisions of this Indenture, if a Debenture is surrendered for conversion on an Interest Payment Date or during the five preceding Business Days, the Person or persons entitled to receive Common Shares in respect of the Debenture so surrendered for conversion shall not become the holder or holders of record of such Common Shares until the Business Day following such Interest Payment Date. (5) A Debenture in respect of which a holder has accepted a notice in respect of a Change of Control Purchase Offer pursuant to the provisions of Article 3 may be surrendered for conversion only if such notice is withdrawn in accordance with this Indenture. (6) Such right of conversion shall extend only to the maximum number of whole Common Shares into which the aggregate principal amount of the Debenture or Debentures surrendered for conversion at any one time by the holder thereof may be converted. Fractional interests in Common Shares shall be adjusted for in the manner provided in Section 4.6. (7) Subject to regulatory approval and this Article 4, the Corporation shall have the right at its option to force the conversion of the then outstanding Debentures at the Conversion Price, upon the VWAP of the Common Shares being greater than $0.35 for 20 consecutive trading days after December 31, 2020, on the following terms and conditions (a "Mandatory Conversion Event"): (a) at any time following the occurrence of a Mandatory Conversion Event, the Corporation shall deliver to the Trustee, and the Trustee shall promptly deliver to the Holders of the Debentures, a notice stating that the Corporation intends to exercise its mandatory conversion rights under this Indenture and specifying the circumstances or events giving rise to such intention, effective on a day that is not less than 30 days after the date of such notice (the "Mandatory Conversion Date"); (b) except as provided below, no adjustment in the number of Common Shares to be issued upon conversion will be made for dividends or distributions on Common Shares issuable upon conversion, the record date for the payment of which precedes the date upon which the holder becomes a holder of Common Shares in accordance with this Article 4, or for interest accrued on Debentures surrendered; (c) no fractional Common Shares will be issued, and the number of Common Shares so issuable will be rounded down to the nearest whole number, on any conversion of the Debentures and no cash or other consideration will be paid in lieu of fractional Common Shares; (d) the Conversion Price applicable to, and the Common Shares, securities or other property receivable on the conversion of, the Debentures is subject to adjustment pursuant to the provisions of this Article 4; (e) Debentureholders will receive, in addition to the applicable number of Common Shares, accrued and unpaid interest (less any taxes required to be deducted) in respect of the Debentures surrendered for conversion up to and including the Mandatory Conversion Date from, and including, the most recent Interest Payment Date; (f) the Conversion Price will not be adjusted for accrued interest; (g) the rights of the such holder under the terms of the Debentures and this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares Indenture cease effective as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Mandatory Conversion Right with respect to a particular Date provided the Company has issued the corresponding number of Common Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with this Indenture and thereafter the foregoing formula is other than a whole numberDebentures shall not be considered to be outstanding and the Holder shall not have any right except to receive such Holder’s Common Shares upon surrender and delivery of such Holder’s Debentures in accordance with this Indenture; and (h) notwithstanding the foregoing, the Company shall pay to Corporation may not convert any Debentures before the holder an amount Stated Maturity thereof as contemplated under this Section 4.1(8) if a transaction that would result in cash equal to a Change of Control has been publicly announced, offered or made and not withdrawn or expired, as the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrantcase may be.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) as is determined according to the following formula: X = B - A --------- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if If the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company provisions of Section 6 above shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined)apply. For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition i) Subject to and without limiting subsection (c), each share of Series A Preferred Stock shall be convertible, at the rights option of the holder under the terms of this Warrantthereof, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time after the date of issuance of such share and prior to time during the term close of this Warrant. Upon exercise of the Conversion Right business on any Redemption Date as may have been fixed in any Redemption Notice with respect to a particular number such share, at the office of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price corporation or any cash or other consideration) that transfer agent for the Series A Preferred Stock, into such number of fully paid and nonassessable Shares shares of Common Stock as is determined according by dividing the Original Series A Issue Price plus all declared but unpaid dividends thereon for each share of Series A Preferred Stock, by the Conversion Price at the time in effect for such share. The initial Conversion Price per share for shares of Series A Preferred Stock shall be the Original Series A Issue Price; provided, however, that the Conversion Price for the Series A Preferred Stock shall be subject to adjustment as set forth in subsection 4(c). ii) In the event of a call for redemption of any shares of Series A Preferred Stock pursuant to Section 3 hereof, the Conversion Rights shall terminate as to the following formula: X = B - A Where: X = shares designated for redemption at the number close of Shares that shall be issued to holder Y = business on the fair market value of one Share A = the aggregate Warrant Price Redemption Date, unless default is made in payment of the specified number Redemption Price in which case the Conversion Rights shall terminate on the date such Redemption Price is paid. iii) Each share of Converted Warrant Shares Series A Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price at the time in effect for such Series A Preferred Stock immediately prior to upon the exercise earlier of (A) the consummation of the Conversion Right corporation's sale of its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act of 1933, as amended (i.e.the "Securities Act"), the number public offering price of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.which was not less than

Right to Convert. In addition to and without limiting the rights of the holder under the other terms of this Warrant (including the rights to Cash Consideration and Contingent Consideration in accordance with the terms of Section 10 upon an exercise or conversion of the Warrant) , the holder shall have the right right, in lieu of payment of the applicable exercise price, to convert this Warrant or any portion thereof (the “"Conversion Right”") into Warrant Shares and the applicable portion of the remaining rights in the Converted Units (including rights to Cash Consideration and Contingent Consideration related to the Converted Units), as provided in this Section 10.2 12.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”Units"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Warrant Shares as is determined according to the following formula: formula (in addition to the holder's rights under Section 10): X = B - A ----- Y Where: X = the number of Warrant Shares that shall be issued to holder Y = the fair market value of one Warrant Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares in the Converted Units immediately prior to the exercise of the Conversion Right (i.e.I. E., the number of Converted Warrant Shares multiplied by Units MULTIPLIED BY the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares underlying the Converted Units (i.e.I. E., the number of Converted Warrant Shares multiplied by Units MULTIPLIED BY the fair market value of one Converted Warrant Share) No fractional Warrant Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 12 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares ordinary shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to register in the Company’s register of members the name of the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of ordinary shares of fully paid and nonassessable Shares ordinary shares as is determined according to the following formula: X = B - A Y Where: X = the number of Shares ordinary shares that shall be issued to holder Y = the fair market value of one Share ordinary share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares ordinary shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares ordinary shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares ordinary shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”‘) into Shares shares of Common Stock or Warrant Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Common Stock or Warrant Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 8 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A Y Where: X = the number of shares of Common Stock that may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value (as determined in accordance with Section 8(c)) of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A ------- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e.I.E., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e.I.E., the number of Converted Warrant Shares multiplied by MULTIPLIED BY the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, during the holder Term, the Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant6. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 6.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Exercise Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., B) the number aggregate Market Price (as defined herein) of the Converted Warrant Shares multiplied by the issuable upon exercise of this Warrant Price) B = the aggregate fair market value of (or the specified number of Converted Warrant Shares portion hereof) on the Conversion Date (i.e., as herein defined) by (y) the number of Converted Warrant Shares multiplied by the fair market value Market Price (as defined herein) of one Converted Warrant Share) share of Common Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been converted into Common Stock) as is determined according to the following formula: X = B - A ------- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if If the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company provisions of Section 6 above shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined)apply. For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the ---------------- holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this WarrantWarrant other than the 120 day period following the closing of the Company's IPO. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A --------- Y Where: X = the number of Shares shares of Common Stock that shall be issued to the holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ------- Y Where: X = the number of Shares shares of Common Stock that shall may be issued to the holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during prior to the term expiration of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting At the rights option of the holder under the terms of this Warrantrespective Lenders, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or and from time to time during time, the term indebtedness evidenced by the Notes may be converted in whole or in part to common stock of this WarrantDynaGen or of RxBazaar, as a Lender may elect. Upon exercise If converted into stock of DynaGen, the converting Lender(s) shall assign to DynaGen the Loan being converted or, if the Loan is being converted only in part, the converting Lender(s) shall grant to DynaGen a last-out participation interest therein equal to the amount being converted and, in view of the Conversion Right with respect fact that DynaGen is a guarantor of the Loans, DynaGen shall have no rights whatsoever to participate in the administration of the Loan in which it may have such a particular number participation interest or to receive payments thereunder unless and until the Loans have, from the perspective of Shares subject to this Warrant (the “Converted Warrant Shares”)Lenders, been paid in full. If converted into stock of RxBazaar, the Company converting Lender(s) shall deliver credit RxBazaar with the payment of the Obligations in the amount converted, with such payment to be allocated to principal, interest or expenses as the holder (without payment converting Lender(s) may elect. Any such conversion shall be effected as follows. A Lender may elect to convert by giving the issuer an irrevocable written notice of election effective as of the date the notice is received by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to issuer (a "Conversion Notice"). The Conversion Notice shall specify the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price amount of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, Obligations being converted and, if a partial conversion, shall allocate the number Obligations converted among principal, interest and expenses outstanding. The price of Shares to the common stock that will be issued determined used in accordance with making this conversion shall be average closing bid price of the foregoing formula stock (as reported by Bloomberg, LP or, if not so reported, as reported in the over-the-counter market) for the three trading days next preceding the Conversion Date; provided, that if the common stock is other than a whole number, not then publicly traded then the Company conversion price shall pay to the holder an amount in cash equal to be the fair market value of the resulting fractional Share common stock as of the Conversion Date as determined in good faith by the issuer's board of directors. The shares to be issued shall be rounded up to the next whole share. The conversion shall be deemed effective on the Conversion Date Date, and within five (as hereinafter defined). For purposes of Section 10 of this Warrant5) business days thereafter, Shares issued pursuant (i) the issuer shall deliver to the Conversion Right converting Lender one or more certificates evidencing the resulting common shares of the issuer's stock, free of any encumbrance or restriction excepting only customary legends regarding securities law matters, and (ii) the converting Lender shall be treated as deliver to the issuer (w) the original Note marked "paid," if they were issued upon converted in full into shares of RxBazaar, (x) a formal written advice of the exercise credit against the Loan, if converted in part into shares of this WarrantRxBazaar, (y) the original Notes endorsed without warranty or recourse, if the Loans are converted in full into shares of DynaGen or (z) appropriate evidence of the grant of a participation interest without warranty or recourse also in the Loan if converted in part into shares of DynaGen.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - – A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into Shares shares of Warrant Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according shares of Warrant Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted share of Warrant Share) Stock on the Conversion Date (as herein defined). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal in lieu of such fractional share as set forth in Section 3. If not earlier exercised pursuant to the fair market value Section 6 hereof, this Warrant automatically shall be deemed exercised pursuant to this Section 7 upon closing of the resulting fractional Share on the Conversion Date a Liquidating Event (as hereinafter defined). For purposes defined in the Company’s Certificate of Section 10 of this WarrantIncorporation, Shares issued pursuant to the Conversion Right shall be treated as if they were issued amended) or upon the exercise of this Warrantan IPO.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares as provided in this Section 10.2 8 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one Share on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B-A Y Where: X = The number of Shares that may be issued to holder. Y = The fair market value (FMV) of one Share. A = The aggregate Warrant Price (i.e., Converted Warrant Share) Shares x Warrant Price). B = The aggregate FMV (i.e., FMV x Converted Warrant Shares). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes All references herein to an "exercise" of Section 10 of this Warrant, Shares issued the Warrant shall include an exchange pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantSection 8.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - B- A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - X= B-A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder of this Warrant under the terms of this Warrant, the holder of this Warrant shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this WarrantTerm. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder of this Warrant (without payment by the such holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = the number of Shares that shall be issued to the holder of this Warrant Y = the fair market value of one Share share of Common Stock as of the date of exercise A = the aggregate Warrant Price of purchase price for the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the applicable Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares as provided in this Section 10.2 SECTION 8 at any time or from time to time during the term of this Warrant, provided, however, that the holder shall not be permitted to employ the cashless exercise rights under this SECTION 8 if there is effective with the Securities and Exchange Commission a registration statement which registers the Shares issuable upon exercise of this Warrant under SECTION 2. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as hereinafter defined), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this WarrantExpressed as a formula, Shares issued pursuant to the Conversion Right such conversion shall be treated computed as if they were follows: X= B-A --- Y Where: X = The number of Shares that may be issued upon the exercise of this Warrantto holder.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = X= B - A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting ---------------- the rights of the holder hereof under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 2(c) ------------ at any time or from time to time during the term of this Warrant, including upon the Automatic Exercise Date. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other cash consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 2(c)(2) hereof), which --------------- value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = A - B ----- Y Where: X = the number of shares of Common Stock to be issued to the holder Y = the fair market value ("FMV") of one (1) share of Common Stock A = the aggregate FMV (i.e., FMV x Converted Warrant ShareShares) B = the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrantthe Registration Rights Agreement, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder hereof under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 2.c. at any time or from time to time during the term of this Warrant, including upon the Automatic Exercise Date. Upon exercise of the Conversion Right with respect to all or a particular number specified portion of Warrant Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other cash consideration) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing (i) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in Section 2(c)(2) hereof), which value shall be issued equal to holder Y = (A) the aggregate fair market value of one Share A = the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date less (B) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right by (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one (1) share of Common Stock on the Conversion Date. Expressed as a formula, such conversion shall be computed as follows: X = A - B ----- Y Where: X = the number of shares of Common Stock to be issued to the holder Y = the fair market value ("FMV") of one (1) share of Common Stock A = the aggregate FMV (i.e., FMV x Converted Warrant ShareShares) B = the aggregate Warrant Price (i.e., Converted Warrant Shares x Warrant Price) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrantthe Registration Rights Agreement, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition Subject to and without limiting upon compliance with the rights of the holder under the terms provisions of this WarrantNote, the holder Holder shall have the right, at the Holder's option, at any time prior to the close of business on the Maturity Date (except that, if the Holder shall have exercised repurchase rights under Sections 4.1 and 4.2 or the Company shall have exercised its redemption rights under Section 1.1, such conversion right shall terminate with respect to the portion of this Note to be repurchased or redeemed, as the case may be, at the close of business on the last Trading Day prior to the later of (x) the Optional Redemption Date or the date the Company is required to make such repurchase, as the case may be, or (y) the date the Company pays or deposits in accordance with Section 7.10 the applicable Repurchase Price or Optional Redemption Price unless in any such case the Company shall default in payment due upon repurchase or redemption hereof) to convert the principal amount of this Warrant Note, or any portion thereof of such principal amount which is at least $10,000 (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term such lesser principal amount of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”Note as shall be outstanding at such time), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) plus accrued and unpaid interest, into that number of fully paid and nonassessable Shares non-assessable shares of Common Stock (as is determined according such shares shall then be constituted) obtained by dividing (1) the sum of (x) the principal amount of this Note or portion thereof being converted plus (y) accrued and unpaid interest on the portion of the principal amount of this Note being converted to the following formula: X = B - A Where: X = applicable Conversion Date plus (z) accrued and unpaid Default Interest, if any, on the amount referred to in the immediately preceding clause (y) to the applicable Conversion Date by (2) the Conversion Price in effect on the applicable Conversion Date, by giving a Conversion Notice in the manner provided in Section 5.2; provided, however, that, if at any time this Note is converted in whole or in part pursuant to this Section 5.1 and after the Charter Amendment is effected or required to be effected in accordance with the Company’s obligations under the Note Purchase Agreement, the Company does not have available for issuance upon such conversion as authorized and unissued shares or in its treasury at least the number of Shares shares of Common Stock required to be issued pursuant hereto, then, at the election of the Holder made by notice from the Holder to the Company, this Note (or portion hereof as to which conversion has been requested), to the extent that sufficient shares of Common Stock are not then available for issuance upon conversion, shall be issued converted into the right to holder Y = receive from the fair market value of one Share A = the aggregate Warrant Price Company, in lieu of the specified shares of Common Stock into which this Note or such portion hereof would otherwise be converted and which the Company is unable to issue, payment in an amount equal to the product obtained by multiplying (x) the number of Converted Warrant Shares shares of Common Stock which the Company is unable to issue times (y) the arithmetic average of the Market Price for the Common Stock during the five consecutive Trading Days immediately prior to the exercise applicable Conversion Date. Any such payment shall, for all purposes of the Conversion Right (i.e.this Note, the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares deemed to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash payment of principal plus a premium equal to the fair market value total amount payable less the principal portion of this Note converted as to which such payment is required to be made because shares of Common Stock are not then available for issuance upon such conversion. The Holder is not entitled to any rights of a holder of Common Stock until the resulting fractional Share on Holder has converted this Note to Common Stock, and only to the Conversion Date (as hereinafter defined). extent this Note is deemed to have been converted to Common Stock under this Article V. For purposes of Section 10 Sections 5.5 and 5.6, whenever a provision references the shares of Common Stock into which this Note (or a portion hereof) is convertible or the shares of Common Stock issuable upon conversion of this WarrantNote (or a portion hereof) or words of similar import, Shares issued pursuant to the Conversion Right any determination required by such provision shall be treated made as if they a sufficient number of shares of Common Stock were issued then available for issuance upon the exercise conversion in full of this WarrantNote.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 10.1 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Common Stock equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Common Stock on the Conversion Date (as herein defined). Expressed as a formula, such conversion shall be computed as follows: X = B - A ----- Y Where: X = the number of shares Common Stock that may be issued to holder Y = the fair market value (FMV) of one share of Common Stock A = the aggregate Warrant Price (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares FMV (i.e., the number of FMV x Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula, subject to the BHCA Limits: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights ---------------- of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 10.3 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) equal to the following quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection (b) hereof), which value shall be determined by subtracting (A) the aggregate Warrant Price of the Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (B) the aggregate fair market value of the Converted Warrant Shares issuable upon exercise of this Warrant (or the specified portion hereof) on the Conversion Date (as herein defined) by (Y) the fair market value of one share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) on the Conversion Date (as herein defined). Expressed as a formula, such conversion (assuming the Series Preferred has been automatically converted into Common Stock) shall be computed as follows: X = X= B - A ----- Y Where: X = the number of Shares shares of Common Stock that shall may be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of (i.e., Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the x Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one x Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 3 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to shares of Common Stock computed using the following formula: X = B - A Where: X= Y (A-B) Where X = the number of shares of Common Stock to be delivered to the Holder Y = the number of Converted Warrant Shares that shall be issued to holder Y A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Company’s Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value of Purchase Price (as adjusted through the specified Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to the following formula: X = B - A Where: X = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Notwithstanding the foregoing, holder shall not have such right from the Date of Grant through twenty-four months from the Date of Grant unless a liquidation event, including without limitation, an IPO, merger or acquisition, shall have occurred. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Y Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 3 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to shares of Common Stock computed using the following formula: X = B X=Y(A - B) A Where: Where X = the number of shares of Common Stock to be delivered to the Holder Y = the number of Converted Warrant Shares that shall be issued to holder Y A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Company’s Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value of Purchase Price (as adjusted through the specified Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during prior to the term expiration of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof hereof (the “Conversion Right”) into Shares units of Warrant Units as provided in this Section 10.2 at any time or from time to time during the term of this Warrant7. Upon exercise of the Conversion Right with respect to a particular number of Shares units subject to this Warrant (the “Converted Warrant SharesUnits”), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according units of Warrant Units equal to the following formula: X = B - A Where: X = quotient obtained by dividing (x) the number value of Shares that this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 7.2 hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares Units immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares Units issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date (as herein defined) by (y) the fair market value of one Converted unit of Warrant Share) Units on the Conversion Date (as herein defined). No fractional Shares units shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares units to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to round the holder an amount in cash equal to the fair market value number of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes units of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued Warrant Units issuable upon the exercise of this WarrantWarrant to the nearest whole number.

Right to Convert. In addition to and without limiting the rights of the holder Holders under the terms of this Warrant, the holder Holders shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holders (without payment by the holder Holders of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - B-A --- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share Holder A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant. The number of Shares which may be acquired upon exercise of the Warrant shall be reduced by the number of Converted Warrant Shares.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series D Preferred (or Common Stock if the Series D Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular the number of Shares shares subject to this Warrant (the “Converted "Convened Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) (X) that number of shares of fully paid and nonassessable Shares as is determined according Series C Preferred (or Common Stock if the Series D Preferred has been automatically convened into Common Stock) equal to the following formula: X = B - A Where: X = quotient obtained by dividing the number value of Shares that this Warrant on the Conversion Date (as defined in subsection (b) hereof), which value shall be issued to holder Y = the fair market value of one Share A = determined by subtracting (A) the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant PriceB) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant on the Conversion Date (i.e., the number of Converted Warrant Shares multiplied as herein defined) by (Y) the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise share of the Conversion Right, and, Series D Preferred (or Common Stock if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share Series D Preferred has been automatically converted into Common Stock) on the Conversion Date (as hereinafter herein defined). For purposes of Section 10 of this WarrantExpressed as a formula, Shares issued pursuant to such conversion (assuming the Conversion Right Series D Preferred has been automatically converted into Common Stock) shall be treated computed as if they were issued upon the exercise of this Warrant.follows:

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”"CONVERSION RIGHT") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”"CONVERTED WARRANT SHARES"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares shares of Common Stock that shall may be issued to holder the holder. Y = the fair market value of one Share share of Common Stock. A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) ). B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Shares). No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares shares of Series Preferred as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred as is determined according to the following formula: X = B - A Where: X = the number of Shares shares of Series Preferred that shall be issued to holder Y = the fair market value of one Share share of Series Preferred A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holders under the terms of this Warrant, the holder Holders shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holders (without payment by the holder Holders of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - X= B-A ----- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder the Holder Y = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) Common Stock B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant. The number of Shares which may be acquired upon exercise of the Warrant shall be reduced by the number of Converted Warrant Shares.

Right to Convert. In addition to and without limiting Each share of the rights Series B Preferred ---------------- shall be convertible, at the option of the holder under the terms of this Warrantthereof, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 at any time or from after the date of issuance of such share (the "Original Issue Date"), and each share of the Series A Preferred shall be convertible, at the option of the holder thereof, at any time to time during after June 30, 2002, at the term office of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price Corporation or any cash or other consideration) that transfer agent for such shares, into such number of fully paid and nonassessable Shares shares of Common Stock determined: (i) in the case of the Series A Preferred, by dividing $0.343 plus any accrued or declared but unpaid dividends by the Conversion Price applicable to such share, determined as hereinafter provided, in effect on the date the certificate is surrendered for conversion (the "Series A Conversion Rate"), subject to adjustment as hereinafter provided and (ii) in the case of the Series B Preferred, by dividing $0.29 by the Conversion Price applicable to such share, determined according as hereinafter provided, in effect on the date the certificate is surrendered for conversion (the "Series B Conversion Rate"), subject to the following formula: X = adjustment as hereinafter provided, subject to adjustment as hereinafter provided. (The Series A Conversion Rate or Series B - A Where: X = the number of Shares that Conversion Rate shall be issued referred to holder Y = as the fair market value "Conversion Rate.") The price at which shares of one Share A = Common Stock shall be deliverable upon conversion of shares of Preferred Stock (the aggregate Warrant Price "Conversion Price") shall initially be, in the case of the specified number Series A Preferred, $0.343 per share of Converted Warrant Shares immediately prior to Common Stock (the exercise "Series A Conversion Price") and in the case of the Series B Preferred, $0.29 plus any accrued or declared but unpaid dividends per share of Common Stock (the "Series B Conversion Right (i.e.Price"). Each such initial Conversion Price, the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e.if applicable, the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (adjusted as hereinafter definedprovided. (The Series A Conversion Price or Series B Conversion Price may be referred to as the "Conversion Price."). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, if the holder fair market value of a share of Common Stock is greater than the Warrant Price, in lieu of exercising this Warrant for cash the Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 10.2 2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Common Stock computed using the following formula: X = B Y (A - B) --------- A Where: Where X = the number of Shares that shall shares of Common Stock to be issued delivered to the holder Y = the number of Converted Warrant Shares A = the fair market value of one Share A = the aggregate Warrant Price share of the specified number of Converted Warrant Shares immediately prior to the exercise of Company's Common Stock on the Conversion Right Date (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceas defined below) B = the aggregate fair market value per share exercise price of the specified Warrant (as adjusted to the Conversion Date) The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares the Preferred Stock as provided in this Section 10.2 2.5 at any time or from time to time during the term Exercise Period after the initial creation and issuance of this Warrantthe Preferred Stock. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Preferred Stock computed using the following formula: X S = B T (U - A Where: X V) --------- U Where S = the number of Shares that shall be issued to holder Y = the fair market value of one Share A = the aggregate Warrant Price shares of the specified number of Converted Warrant Shares immediately prior Preferred Stock to be delivered to the exercise of the Conversion Right (i.e., Holder T the number of Converted Warrant Shares multiplied by U the Warrant Price) B = the aggregate per share fair market value of the specified number Preferred Stock (after adjusting back out for any of Converted Warrant Shares the adjustments set forth in Section 4 hereof) on the Conversion Date (i.e., the number of Converted Warrant Shares multiplied by as defined below) *V = $5.00. * The parties hereto acknowledge that this in no way is an attempt to identify the fair market value of one Converted shares of the Preferred Stock, but is rather an arbitrary assignment of value for the purposes of this Warrant Share) only. The Conversion Right may only be exercised with respect to a whole number of shares subject to the Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defineddefined below). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.Shares

Right to Convert. In addition to and without limiting the rights of the holder Holder under the terms of this Warrant, the holder Holder shall have the right (the "Conversion Right") to convert this Warrant or any portion thereof (the “Conversion Right”) into Warrant Shares as provided in this Section 10.2 1.2 at any time or from time to time during the term of that this WarrantWarrant is otherwise exercisable. Upon exercise of the Conversion Right with respect to a particular number of Units of Warrant Shares subject to this Warrant (the “Converted Warrant Shares”)Warrant, the Company shall deliver to the holder Holder (without payment by the holder Holder of any exercise price or any cash or other considerationthe Aggregate Exercise Price therefor) (a) that number of Units of fully paid and nonassessable Warrant Shares as is determined according equal to the following formula: X = B - A Where: X = quotient obtained by dividing the value of this Warrant (or the specified portion hereof) on the Conversion Date (as defined in subsection 1.2.2. hereof), which value shall be determined by subtracting (i) the aggregate Exercise Price of the number of Shares that shall be issued Units subject to holder Y = the fair market value of one Share A = the aggregate this Warrant Price which are being surrendered in exercise of the specified number of Conversion Right (the "Converted Warrant Shares Shares"), immediately prior to the exercise of the Conversion Right from (i.e., the number of Converted Warrant Shares multiplied by the Warrant Priceii) B = the aggregate fair market value of the specified number of Converted Warrant Shares issuable upon exercise of this Warrant (i.e., or the number of Converted Warrant Shares multiplied specified portion hereof) on the Conversion Date by (b) the fair market value of one Converted Unit of Warrant Share) No fractional Shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this WarrantDate.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - B-A ----- Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrantwarrant, the holder shall have the right to convert this Warrant warrant or any portion thereof (the “Conversion Right”) into Shares shares of Common Stock as provided in this Section 10.2 9 at any time or from time to time during the term of this Warrantwarrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A Y Where: X = X= the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Series Preferred (or Common Stock if the Series Preferred has been automatically converted into Common Stock) as is determined according to the following formula: X = B - A A/Y Where: X = the number of Shares shares of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) that shall be issued to holder Y = the fair market value of one Share share of Series Preferred (or Common Stock if the Series Preferred has been automatically converted to Common Stock) A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., Y multiplied by the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ------- Y Where: X = the number of Shares shares of Common Stock that shall may be issued to the holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant ShareShares) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ----- Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., i.e. the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights ---------------- of the holder Holder under the terms of this Warrant, if the holder Current Market Value (as defined below) of a share of Common Stock is greater than the Warrant Price, in lieu of exercising this Warrant for cash the Holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares ---------------- of Class B Common Stock equal to the value of this Warrant or the portion thereof being canceled as provided in this Section 10.2 2 at any time or from time to time during the term of this WarrantExercise Period. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this the Warrant (the “"Converted --------- Warrant Shares”"), the Company shall deliver to the holder Holder (without payment by -------------- the holder Holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares as is determined according to Class B Common Stock computed using the following formula: X = B Y (A - B) --------- A Wherewhere: X = the number of Shares that shall shares of Class B Common Stock to be issued delivered to holder the Holder; Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by Shares; A = the Warrant PriceCurrent Market Value (as defined below) of one share of the Company's Common Stock on the Conversion Date; and B = the aggregate fair market value Exercise Price (as of the specified Conversion Date). The Conversion Right may only be exercised with respect to a whole number of Converted Warrant Shares (i.e., shares subject to the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) Warrant. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, and if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder Holder an amount in cash equal to the fair market value Current Market Value (as defined below) of the resulting fractional Share share on the Conversion Date (as hereinafter defined)Date. For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this the Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 9.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ------ Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “Conversion Right”) into Shares as provided in this Section 10.2 9.1 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “Converted Warrant Shares”), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - B-A Y Where: X = the number of Shares shares of Common Stock that shall be issued to holder Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting lieu of exercising this Warrant in the rights of the holder under the terms of this Warrant---------------- manner provided above in Section 2, the holder Holder shall have the right to convert this Warrant, in whole or in part, at any time and from time to time after the closing of the IPO and prior to the expiration date of the Warrant, by the surrender of this Warrant and the Notice of Exercise form attached hereto duly executed to the office of the Company at the address set forth herein (or any portion thereof (such other office or agency of the “Conversion Right”) Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company), into Shares as provided in this Section 10.2 at any time or from time to time during the term of this Warrant9. Upon exercise of this conversion right, the Conversion Right with respect holder hereof shall be entitled to a particular receive that number of Shares subject of the Company equal to this Warrant the quotient obtained by dividing [(the “Converted Warrant Shares”A - B)(X)] by (A), where: A = the Company shall deliver initial price per share to the holder (without payment by public in the holder of any exercise price or any cash or other consideration) that number of fully paid and nonassessable Shares as is determined according to Financing Event. B = the following formula: X = B - A Where: Warrant Price. X = the number of Shares that as to which this Warrant is being converted. If the above calculation results in a negative number, then no Shares shall be issued or issuable upon conversion of this Warrant. Upon conversion of this Warrant in accordance with this Section 2, the registered holder hereof shall be entitled to holder Y = the fair market value of one Share A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., receive a certificate for the number of Converted shares of Warrant Shares multiplied by Stock determined in accordance with the foregoing, and a new Warrant Price) B = in substantially identical form and dated as of such conversion for the aggregate fair market value purchase of the specified that number of Converted shares of Warrant Shares (i.e.Stock equal to the difference, if any, between the number of Converted shares of Warrant Shares multiplied by Stock subject hereto and the fair market value number of one Converted shares of Warrant Share) Stock as to which this Warrant is so converted. No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 of this Warrant, Shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.of

Right to Convert. In addition to and without limiting the rights of the holder under the terms of this Warrant, the holder shall have the right to convert this Warrant or any portion thereof (the “"Conversion Right”") into Shares shares of Common Stock as provided in this Section 10.2 at any time or from time to time during the term of this Warrant. Upon exercise of the Conversion Right with respect to a particular number of Shares subject to this Warrant (the “"Converted Warrant Shares”"), the Company shall deliver to the holder (without payment by the holder of any exercise price or any cash or other consideration) that number of shares of fully paid and nonassessable Shares Common Stock as is determined according to the following formula: X = B - A ------ Y Where: X = the number of Shares that shall shares of Common Stock to be issued to the holder upon such exercise Y = the fair market value of one Share share of Common Stock A = the aggregate Warrant Price of the specified number of Converted Warrant Shares immediately prior to the exercise of the Conversion Right (i.e., the number of Converted Warrant Shares multiplied by the Warrant Price) B = the aggregate fair market value of the specified number of Converted Warrant Shares (i.e., the number of Converted Warrant Shares multiplied by the fair market value of one Converted Warrant Share) No fractional Shares shares shall be issuable upon exercise of the Conversion Right, and, if the number of Shares shares to be issued determined in accordance with the foregoing formula is other than a whole number, the Company shall pay to the holder an amount in cash equal to the fair market value of the resulting fractional Share share on the Conversion Date (as hereinafter defined). For purposes of Section 10 9 of this Warrant, Shares shares issued pursuant to the Conversion Right shall be treated as if they were issued upon the exercise of this Warrant.