Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share as determined in accordance with Section 2.3 above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to have been exercised pursuant to Section 2.2 above as to all Shares for which it shall not previously have been exercised, and the Company shall, within a reasonable time following Holder’s written request, deliver a certificate, which may be in electronic form (or, in the case of uncertificated securities, provide notice of book entry) representing the Shares issued to Holder upon such exercise.

Cashless Exercise. To the extent that a Stock Option Agreement so provides, payment may be made all or in part by delivery (on a form prescribed by the Committee) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

Cashless Exercise. Notwithstanding any provisions herein to the contrary, if # the closing price for a share of Common Stock as reported by the Nasdaq Capital Market, or other Eligible Securities Market, as defined below (“Per Share Closing Price”), is greater than the Exercise Price (at the date of calculation as set forth below) and # a registration statement under the Securities Act providing for the resale of the Warrant Shares has not been declared effective by the Securities and Exchange Commission within 180 days from the date of this Warrant, in lieu of exercising this Warrant by payment of cash, the Holder may exercise this Warrant by a cashless exercise and shall receive the number of shares of Common Stock equal to an amount (as determined below) by surrender of this Warrant at the principal office of [[Organization A:Organization]] together with the properly endorsed Form of Subscription in which event [[Organization A:Organization]] shall issue to the Holder a number of shares of Common Stock computed using the following formula:

Cashless Exercise. If there is a Market Value (as defined below) for the Common Stock, then in lieu of cash payment, the Option may be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Option Shares equal to the quotient obtained by dividing ​ by (A), where:

Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Exercise Price in the manner specified in Section 2.1 above (but otherwise in accordance with the requirements of such Section), Holder may elect to surrender to the Company Shares having an aggregate value equal to the aggregate Exercise Price. If Holder makes such election, the Company shall issue to Holder such number of fully paid and non-assessable Shares determined by the following formula:

Cashless Exercise. If at any time after the six month anniversary of the date of the Loan Agreement, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing ​ by (A), where:

Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

cashless exercise or net exercise.

Forfeiture upon the Expiration Date. Except for any Shares subject to this Award that may vest on an Acceleration Event in accordance with the terms of this RSA Agreement, and notwithstanding any contrary provision of this RSA Agreement, the balance of the Shares subject to this Award that have not vested as of the Expiration Date will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company and Participant will have no further rights thereunder. Participant hereby appoints the Escrow Agent with full power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Shares subject to this Award to the Company upon the Expiration Date.