otherwise).     “Common Stock” shall mean the shares of the Common Stock of the Corporation, $0.0001par value per share, and shall include the Corporation’s Common Stock authorized as at the date ofthis Warrant.     “Corporation” shall mean Dover Saddlery, Inc., a Delaware corporation, and/or anyPerson that shall succeed to, or assume the obligations of Dover Saddlery, Inc. hereunder.     “Determination Date” shall have the meaning set forth in subsection 2.4 hereof.     “Exercise Price” shall mean, as of the Initial Exercise Date, the Initial ExercisePrice, and after the Initial Exercise Date, the Initial Exercise Price as adjusted from time totime pursuant to the terms of this Warrant.     “Expiration Date” shall mean the date that is nine (9) years from the Issue Date.     “Fair Market Value” shall having the meaning set forth in subsection 2.4 hereof.     “Holder” shall mean, as applicable, (i) the Initial Holder, (ii) any successor of theInitial Holder or (iii) any other holder of record of this Warrant or any portion thereof to whomthis Warrant or any portion thereof shall have been transferred in accordance with the provisionsof Section 9 hereof.     “Initial Exercise Date” shall mean the Issue Date.     “Initial Exercise Price” shall mean $2.75 per share of Common Stock.     “Initial Holder” shall have the meaning set forth in the second paragraph hereof.     “Initial Warrant Shares” shall mean shares of Common Stock of the Corporation equal toeight-tenths of one percent (0.8%) of the total issued and outstanding Capital Stock of theCorporation, on a fully diluted basis (which on the date of this Warrant is 47,268 shares). Thenumber of Initial Warrant Shares shall be computed as of the date of exercise (or, if applicable,each respective partial exercise) of this Warrant. For the avoidance of doubt, all outstandingoptions on the date of this Warrant shall be included in the “fully diluted” calculation, butoptions granted after the date of this Warrant under the 2005 Equity Incentive Plan, as presentlyconstituted, shall not be taken into account.     “Issue Date” shall mean the Original Issue date stated on the face of this Warrant.     “Person” shall mean an individual, partnership, corporation, limited liability company,business trust, joint stock company, trust, unincorporated association, joint venture, governmentalauthority or other entity of whatever nature.     “Purchase Price” shall mean the Exercise Price.     “Registration Rights Agreement” shall mean that certain Registration Rights Agreement,dated the date hereof, by and between Holder and the Corporation.     “Securities Act” shall mean the Securities Act of 1933, as amended.     “Subscription Form” shall have the meaning set forth in subsection 2.2 hereof.
 

 
     “Warrant” shall have the meaning set forth in the second paragraph hereof.     “Warrant Shares” shall mean shares of Stock consisting of the Initial Warrant Shares,and at any time thereafter such Initial Warrant Shares, after giving effect to any adjustments inthe number of Initial Warrant Shares as set forth in Section 5 hereof.     2. Exercise of Warrant.          2.1. Number of Shares Issuable upon Exercise. From and after the Initial ExerciseDate through and including the Expiration Date, the holder hereof shall be entitled to receive,upon exercise of this Warrant in whole in accordance with the terms of subsection 2.2 hereof orupon exercise of this Warrant in part in accordance with subsection 2.3 hereof, shares of CommonStock of the Corporation, subject to adjustment pursuant to Section 4 hereof.          2.2. Full Exercise. This Warrant may be exercised in full by the holder hereof bydelivery of an original or fax copy of the form of subscription attached as Exhibit Ahereto (the “Subscription Form”) duly executed by such Holder, to the Corporation at itsprincipal office or at the office of its warrant agent (as provided hereinafter), accompanied bypayment, in cash, wire transfer, or by certified or official bank check payable to the order of theCorporation, in the amount obtained by multiplying the number of shares of Common Stock for whichthis Warrant is then exercisable by the Purchase Price then in effect.          2.3. Partial Exercise. This Warrant may be exercised in part (but not for afractional share) by surrender of this Warrant in the manner and at the place provided insubsection 2.2 hereof except that the amount payable by the holder on such partial exercise shallbe the amount obtained by multiplying (a) the number of shares of Common Stock designated by theholder in the Subscription Form by (b) the Purchase Price then in effect. On any such partialexercise, the Corporation, at its expense, will forthwith issue and deliver to or upon the order ofthe holder hereof a new Warrant of like tenor, in the name of the holder hereof or as such holder(upon payment by such holder of any applicable transfer taxes) may request, for the number ofshares of Common Stock for which such Warrant may still be exercised.          2.4. Fair Market Value. Fair Market Value of a share of Common Stock as of aparticular date (the “Determination Date”) shall mean:               (a) If the Corporation’s Common Stock is traded on an exchange, including, without limitation,the NASDAQ Stock Exchange (“NASDAQ”), then the average closing or last sale price,respectively, reported for the ten (10) business days immediately preceding the Determination Date.               (b) If the Corporation’s Common Stock is not traded on an exchange, but is traded on the NASDOTC Bulletin Board, then the mean of the average of the closing bid and asked prices reported forthe ten (10) business days immediately preceding the Determination Date.               (c) If the Corporation’s Common Stock is not publicly traded, then as determined in accordancewith the Appraisal Procedures, unless otherwise agreed to by the Corporation and Holder.          2.5. Corporation Acknowledgment. The Corporation will, at the time of the exercise ofthe Warrant, upon the request of the Holder acknowledge in writing its continuing obligation toafford to Holder any rights to which Holder shall continue to be entitled after such exercise inaccordance with the provisions of this Warrant. If Holder shall fail to make any such request,such failure shall not affect the continuing obligation of the Corporation to afford to Holder anysuch rights.
 

 
          2.6. Trustee for Warrant Holders. In the event that a bank or trust company shall havebeen appointed as trustee for the Corporation, such bank or trust company shall have all the powersand duties of a warrant agent (as hereinafter described) and shall accept, in its own name for theaccount of the Corporation or such successor person as may be entitled thereto, all amountsotherwise payable to the Corporation or such successor, as the case may be, on exercise of thisWarrant pursuant to this Section 2.          2.7 Delivery of Stock Certificates, etc. on Exercise. The Corporation agrees that theshares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued toHolder as the record owner of such shares as of the close of business on the date on which thisWarrant shall have been surrendered and payment made for such shares as aforesaid. As soon aspracticable after the exercise of this Warrant in full or in part, and in any event within seven(7) days thereafter, the Corporation at its expense (including the payment by it of any applicableissue taxes) will cause to be issued in the name of and delivered to the Holder, or as Holder (uponpayment by Holder of any applicable transfer taxes except as otherwise provided in Section 9hereof) may direct in compliance with applicable securities laws, a certificate or certificates,accompanied by the legend in the form specified in Section 7 below, for the number of duly andvalidly issued, fully paid and nonassessable shares of Common Stock to which Holder shall beentitled on such exercise, plus, in lieu of any fractional share to which Holder would otherwise beentitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share,together with any other stock or other securities and property (including cash, where applicable)to which Holder is entitled upon such exercise pursuant to this Section 2 or otherwise.     3. Payment of Purchase Price.          3.1 Form of Payment. Payment may be made either in (i) cash or by certified orofficial bank check payable to the order of the Corporation equal to the applicable aggregatePurchase Price, (ii) by delivery of the Warrant, Common Stock and/or Common Stock receivable uponexercise of the Warrant in accordance with Section 3.2 below, or (iii) by a combination of any ofthe foregoing methods, for the number of shares of Common Stock specified in such form (as suchexercise number shall be adjusted to reflect any adjustment in the total number of shares of CommonStock issuable to Holder per the terms of this Warrant) and Holder shall thereupon be entitled toreceive the number of duly authorized, validly issued, fully-paid and non-assessable shares ofCommon Stock determined as provided herein.          3.2 Cashless Exercise. Notwithstanding any provisions herein to the contrary, if theFair Market Value of one share of Common Stock on the Determination Date is greater than thePurchase Price per share (at the date of calculation as set forth below), in lieu of exercisingthis Warrant for cash, the Holder may elect a cashless exercise of the Warrant and thereby elect toreceive that lesser number of shares (as determined below) by surrender of this Warrant andcancellation of that portion of the Warrant being exercised at the principal office of theCorporation together with the properly endorsed Subscription Form, in which event the Corporationshall issue to the Holder a number of shares of Common Stock computed using the following formula:X=Y (A-B)