If the Market Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

Notwithstanding any provisions herein to the contrary but only during the period provided in [clause (ii) of this Section 6], if # the Per Share Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below) and # a registration statement under the Securities Act of 1933, as amended (the “Act”), providing for the resale of all of the Warrant Shares is not then in effect, 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 the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

Notwithstanding any other provision contained herein or in any other Transaction Document to the contrary, at any time prior to the Expiration Date, Investor may elect a “cashless” exercise of this Warrant for any Warrant Shares whereby Investor shall be entitled to receive a number of shares of Common Stock equal to # the excess of the Current Market Value over the aggregate Exercise Price of the Exercise Shares, divided by # the Adjusted Price.

Notwithstanding any other provision contained herein or in any other Transaction Document to the contrary, at any time prior to the Expiration Date, Investor may elect a “cashless” exercise of this Warrant for any Warrant Shares whereby Investor shall be entitled to receive a number of shares of Common Stock equal to # the excess of the Current Market Value over the aggregate Exercise Price of the Exercise Shares, divided by # the Adjusted Price.

Exercise Price. The Exercise Price for the Warrant Shares has been paid in advance and has been credited to the Holder and, therefore, the Holder is entitled to receive, upon any exercise hereof and subject to such exercise limitations are set forth in Section 1(d) below, the number of shares of Common Stock set forth in the Notice of Exercise delivered to the Company, by the Holder, pursuant to this Section 1. The determination of the credited Exercise Price has been made in one of two ways:

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: