Common use of Calculation of Consideration Received Clause in Contracts

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securities, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities shall be determined in good faith jointly by the Board of Directors of the Company and the Holder.

Calculation of Consideration Received. If If, during the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or soldRestricted Period, any shares of Common Stock, Options Option or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securities, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration Security is issued in connection with an the issuance or sale or deemed issuance or sale of any other securities of the Company, together comprising one integrated transaction, (A) such Option or Convertible Security (as applicable) will be deemed to have been issued for consideration equal to the Black Scholes Value – Consideration thereof and (B) the other securities issued or sold or deemed to have been issued or sold in such integrated transaction shall be deemed to have been issued for consideration equal to the difference of (1) the aggregate consideration received by the Company, minus (2) the Black Scholes Value – Consideration of each such Option or Convertible Security (as applicable). If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received therefor shall be deemed to be to by the Company therefor. If any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such portion consideration, except where such consideration consists of publicly traded securities, in which case the aggregate amount of consideration received by the Company in for such transaction as is attributable to securities will be the arithmetic average of the VWAPs of such shares security for each of the five (5) Trading Days immediately preceding the date of receipt. If any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationentity, the amount of consideration received therefor shall will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities shall publicly traded securities will be determined in good faith jointly by the Board of Directors of the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If the Company shallany Common Stock, Option or Convertible Security is, at any time or from time to time after the Issue DateDate of Issuance, issue issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: sold in accordance with Section 9(c) (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company Corporation therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received therefor by the Corporation shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the CompanyCorporation, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company Corporation in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such the portion of the net assets and business of the non-surviving entity as that is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration or net assets other than cash or Marketable Securities and marketable securities shall be determined in good faith jointly by the Board of Directors of the Company Corporation and the HolderSeries A Preferred Majority Holders. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the Series A Preferred Majority Holders. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options Purchase Rights or Convertible Securities: (A) Securities are issued or sold for cash, the consideration received therefor shall be deemed to will be the net amount received by the Company therefor; therefore. In case any Common Stock, Purchase Rights or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company (Bincluding the net present value of the consideration expected by the Company for the provided or purchased services) for Marketable Securitiesshall be the fair market value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received therefor shall be deemed to by the Company will be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business Market Price thereof on the date of receipt receipt. Notwithstanding anything else herein to the contrary, if Common Stock Purchase Rights or Convertible Securities are issued or sold in conjunction with each other as part of such securities; (C) for consideration other than cash a single transaction or Marketable Securitiesin a series of related transactions, the Holder may elect to determine the amount of consideration received therefor shall be deemed to be received by the Company therefor by deducting the fair value of any type of securities (the "Disregarded Securities") issued or sold in such consideration; transaction or series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price shall be made pursuant to this paragraph (Dc) for no specifically allocated consideration in connection with an the issuance of the Disregarded Securities or sale of other securities upon any conversion, exercise or exchange thereof. The independent members of the Company's Board of Directors shall calculate reasonably and in good faith, together comprising one integrated transactionusing standard commercial valuation methods appropriate for valuing such assets, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or Marketable Securities shall be determined in good faith jointly by the Board of Directors of the Company and the Holdersecurities.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common StockSecurities, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company Maker therefor; (B) . In case any Common Securities, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Maker shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor by the Maker shall be deemed to be to be the fair value of such portion Market Price thereof as of the aggregate consideration received by the Company in such transaction as is attributable to such shares date of Common Stockreceipt. In case any Securities, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company Maker is the surviving corporationentity, the amount of consideration received therefor shall be deemed to be the fair value of such the portion of the net assets and business of the non-surviving entity as that is attributable to such shares of Common StockSecurities, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration or net assets other than cash and securities (and, if applicable, the portion thereof attributable to any such stock or Marketable Securities securities) shall be determined in good faith jointly by the Board Maker and the holders of Directors a majority of the Company outstanding principal amount of the Notes. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Maker and the Holderholders of a majority of the outstanding principal amount of the Notes. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Maker.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time --------------------------------------- Options or from time to time after the Issue Date, issue Convertible Securities are issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRegistered Holders of Warrants representing a majority of the shares of Common Stock obtainable upon exercise of such Warrants. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Registered Holders of Warrants representing a majority of the shares of Common Stock obtainable upon exercise of such Warrants. The determination of such appraiser shall be final and binding on the Company and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be is deemed to have issued or soldsold in accordance with Section 2.6(c), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received therefor by the Company shall be deemed to be the market closing price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair market value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Company Board of Directors of the Company and the Holder; provided, however, that if such net amount of cash consideration and/or fair market value received cannot be determined by the Company Board and Holder, then such net amount of consideration and/or fair market value received shall be determined in the same manner as determination of a Closing Price pursuant to Section 6.11 of the Investment Agreement.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued, granted or sold for cash, the consideration received therefor shall be deemed to for purposes of this Warrant will be the net amount received by the Company therefor; (B) for Marketable Securities, the amount before deduction of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchangereasonable commissions, quotation system underwriting discounts or association allowances or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash reasonable expenses paid or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received incurred by the Company in connection with such transaction as is attributable issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such shares of Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible SecuritiesSecurities are issued or sold for a consideration part or all of which shall be other than cash, as the case may be, issued in such transaction; or (E) to the owners amount of the nonconsideration other than cash received by the Company will be the fair market value of such consideration except where such consideration consists of freely-surviving entity tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or Marketable securities will be determined in the good faith reasonable business judgment of the Board of Directors. Notwithstanding anything else herein to the contrary, if Common Stock, Options or Convertible Securities are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, the Holder of this Warrant may elect to determine the amount of consideration deemed to be received by the Company therefore by deducting the fair value of any type of securities (the "Disregarded Securities") issued, granted or sold in such transaction or series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price shall be made pursuant to this Section 4 for the issuance of the Disregarded Securities or upon any conversion or exercise thereof. For example, if the Company were to issue convertible notes having a face value of $1,000,000 and warrants to purchase shares of Common Stock at an exercise price equal to the Market Price of the Common Stock on the date of issuance of such warrants in exchange for $1,000,000 of consideration, the fair value of the warrants would be subtracted from the $1,000,000 of consideration received by the Company for the purposes of determining whether the shares of Common Stock issuable upon conversion of the convertible notes shall be deemed to be issued at a price per share below Market Price and, if so, for purposes of determining any adjustment to the Exercise Price hereunder as a result of the issuance of the Convertible Securities. The fair market value of any consideration other than cash or securities will be determined in good faith jointly by the Board of Directors of the Company and the such Holder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Common Stock Equivalents are issued, granted or sold for cash, the consideration received therefor shall be deemed to will be the net amount received by the Company Corporation therefor; (B) , after deduction of all underwriting discounts or allowances in connection with such issuance, grant or sale. In case any Common Stock, Options or Common Stock Equivalents are issued or sold for Marketable Securitiesa consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation will be the fair market value of such consideration as determined by a majority of the Board of Directors and the Requisite Holders, except where such consideration consists of securities, in which case the amount of consideration received therefor shall be deemed to by the Corporation will be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities thereof as of the end date of business receipt; in the event that the Board of Directors and the Requisite Holders cannot agree on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of , then the Company, together comprising one integrated transaction, the amount of consideration received therefor matter shall be deemed promptly submitted to be to be the fair value of such portion of the aggregate consideration received an independent accountant mutually agreed upon by the Company in such transaction as is attributable to such shares Board of Directors and the Requisite Holders, whose determination shall be binding, absent manifest error. In case any Common Stock, Options or Convertible Securities, as the case may be, Common Stock Equivalents are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Convertible SecuritiesCommon Stock Equivalents, as the case may be. Notwithstanding anything else herein to the contrary, issued if Common Stock, Options or Common Stock Equivalents are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, no deduction shall be made to such owners. The net amount the issuance price of any cash consideration and such securities to account for the fair value of any consideration of the other than cash securities issued, granted or Marketable Securities sold in conjunction therewith or as part of the same transaction or series of related transactions. An adjustment pursuant to this Article X shall be determined made, if applicable, for each separate security issued, granted or sold as if such security was not issued, granted or sold in good faith jointly by the Board conjunction with any other security as part of Directors a single transaction or in a series of the Company and the Holderrelated transactions.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time Option or from time to time after the Issue Date, issue Convertible Security is issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; Corporation therefor (B) net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Corporation shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor by the Corporation shall be deemed to be to be the fair value of such portion Market Price thereof as of the aggregate consideration received by the Company in such transaction as is attributable to such shares date of receipt. If any Common Stock, Options Option or Convertible Securities, as the case may be, Security is issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities and securities shall be determined in good faith jointly by the Board Corporation and the holders of Directors a majority of the Company outstanding Loans. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the Holderholders of a majority of the outstanding Loans. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be allocated between the Corporation, on the one hand, and the holders of Loans (pro rata among such holders on the principal amount of Loans held by each such holder), on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party; provided that at any time there are more than 10 record holders of Loans, the Corporation shall pay all such expenses.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time Option or from time to time after the Issue Date, issue Convertible Security is issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . If any Common Stock, Option or Convertible Security is issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of the date of receipt. If any Common Stock, Options Option or Convertible Securities, as the case may be, Security is issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such the portion of the net assets and business of the non-surviving entity as that is attributable to such shares of Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration or net assets other than cash and securities (and, if applicable, the portions thereof attributable to any such stock or Marketable Securities securities) shall be determined in good faith jointly by the Board of Directors of the Company and the HolderMajority Holders. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the Majority Holders. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company. If any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction, the Option shall be deemed to have been issued for no consideration, unless otherwise specified in the documentation for such transaction.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be is deemed to have issued or soldsold in accordance with Section 4.6(c), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received therefor by the Company shall be deemed to be the market closing price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair market value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Company Board of Directors of the Company and the Holder; provided, however, that if such net amount of cash consideration and/or fair market value received cannot be determined by the Company Board and Holder, then such net amount of consideration and/or fair market value received shall be determined in the same manner as determination of a Closing Price pursuant to Section 6.11 of the Investment Agreement.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options Purchase Rights or Convertible Securities: (A) Securities are issued or sold for cash, the consideration received therefor shall be deemed to will be the net amount received by the Company therefor; therefor (Bin the case of an underwritten public offering, after deduction of all underwriting discounts or allowances) in connection with such issuance, grant or sale. In case any Common Stock, Purchase Rights or Convertible Securities are issued or sold for Marketable Securitiesa consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Company (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received therefor shall be deemed to by the Company will be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities Market Price thereof as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of receipt. In case any Common Stock, Options Purchase Rights or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. Notwithstanding anything else herein to the contrary, if Common Stock, Purchase Rights or Convertible Securities are issued or sold in conjunction with each other as part of a single transaction or in a series of related transactions, the Holder may elect to determine the amount of consideration deemed to be received by the Company therefor by deducting the fair value of any type of securities (the "Disregarded Securities") issued or sold in such ownerstransaction or series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price shall be made pursuant to this Section 3(d) for the issuance of the Disregarded Securities or upon any conversion, exercise or exchange thereof. The net amount of any cash consideration and Company shall calculate, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or Marketable Securities securities; provided, however, that if the Holder does not agree to such fair market value calculation within three business days after receipt thereof from the Company, then such fair market value shall be determined in good faith jointly by the Board an investment banker or other appropriate expert of Directors of national reputation selected by the Company and reasonably acceptable to the Holder, with the costs of such appraisal to be borne by the Company.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time Option or from time to time after the Issue Date, issue Convertible Security is issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; therefor (B) net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Fair Market Value thereof as is attributable to such shares of the date of receipt. If any Common Stock, Options Option or Convertible Securities, as the case may be, Security is issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationCompany, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities and securities shall be determined in good faith jointly by the Board of Directors of the Company and such determination shall be delivered in writing to the Holder. In the event that the Holder disputes such determination of fair value, the Holder shall so inform the Company in writing within 10 days after receipt of the Company's determination and the Company and such Holder shall negotiate in good faith to determine a mutually acceptable fair value. If such parties are unable to reach agreement within 30 days after the Holder has given the Company written notice of its dispute, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common ---------------------------------------- Stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRegistered Holders of Warrants representing a majority of the shares of Common Stock obtainable upon exercise of such Warrants. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Registered Holders of Warrants representing a majority of the shares of Common Stock obtainable upon exercise of such Warrants. The determination of such appraiser shall be final and binding on the Company and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Warrant Stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any Warrant Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of Common the date of receipt. In case any Warrant Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationentity, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Warrant Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of an investment banking firm reasonably acceptable to the Company and the HolderRegistered Holders, which firm shall submit to the Company and the Registered Holders a written report setting forth such determination. If the parties are unable to agree on an investment banking firm within fifteen (15) days after delivery of the issuance of the applicable securities, a third firm will be selected by agreement of two investment banking firms, one selected by the Company and one selected by the Registered Holders. The expenses of such firm shall be borne by the Company, and the determination of such firm as to the fair value of such consideration shall be final and binding upon all parties.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or pursuant to Section 3(c) be is deemed to have issued or sold, sold any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received therefor by the Company shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Board board of Directors directors of the Company and the Holder.. EXHIBIT C

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common ------------------------------------- Stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of marketable securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the market price thereof as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger or other business combination in which the Company is the surviving corporationentity, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined by the Company, unless such consideration is paid by an Affiliate of the Company, in good faith which case, the fair value of such consideration shall be determined jointly by the Board of Directors of the Company and the HolderRequired Holders. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Required Holders, whose determination shall be final and binding on the Company and all holders of Warrants (as defined in Section 8 below). The fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor by the Company shall be deemed to be to be the fair market value of such portion thereof as of the aggregate consideration received date of receipt as determined in good faith by the Company in Company’s board of directors with the approval of the Requisite Registered Holders (such transaction as is attributable approval not to such shares of be unreasonably withheld, conditioned or delayed). In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, entity the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRequisite Registered Holders obtainable upon exercise of such Warrants. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser (other than one of the “Big Four” accounting firms) experienced in valuing such type of consideration jointly selected by the Company and the Requisite Registered Holders. The determination of such appraiser shall be final and binding on the Company and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company Corporation shall, at any time or from time to time after the Issue DateDate of Issuance, issue or sell, or pursuant to Section 3(c) be is deemed to have issued or soldsold in accordance with Section 8.6(d), any shares of Common Stock, Options Options, or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company Corporation therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received therefor by the Corporation shall be deemed to be the market price (as reflected on any securities exchange, quotation system system, or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the CompanyCorporation, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company Corporation in such transaction as is attributable to such shares of Common Stock, Options Options, or Convertible Securities, as the case may be, issued in such transaction; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options Options, or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRequisite Holders.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time Option or from time to time after the Issue Date, issue Convertible Security is issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; Corporation therefor (B) net of non-customary discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Corporation shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor by the Corporation shall be deemed to be to be the fair value of such portion Market Price thereof as of the aggregate consideration received by the Company in such transaction as is attributable to such shares date of receipt. If any Common Stock, Options Option or Convertible Securities, as the case may be, Security is issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities and securities shall be determined in good faith jointly by the Board Corporation and the holders of Directors a majority of the Company then outstanding Series B Preferred. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration selected by the Corporation and approved by the holders of a majority of the then outstanding Series B Preferred (such approval not to be unreasonably withheld). The determination of such appraiser shall be final and binding upon the parties, and the Holderfees and expenses of such appraiser shall be borne by the Corporation.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after during the Issue DateExercise Period, issue or sell, or pursuant to Section 3(c) be is deemed to have issued or soldsold in accordance with Section 5(b), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received therefor by the Company shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The For the avoidance of doubt, notwithstanding anything to the contrary contained in this Warrant, the net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Board of Directors of the Company and the Holder; provided, that if the Board and the Holder are unable to agree on the net amount of any cash consideration or the fair value of any consideration other than cash or marketable securities within a reasonable period of time (not to exceed twenty (20) days from the Holder's receipt of a certificate of adjustment pursuant to Section 5(f)(i) relating to the applicable issuance), such net amount of cash or fair value, as applicable, shall be determined by a nationally recognized investment banking, accounting or valuation firm jointly selected by the Board and the Holder. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securities, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (E) to the owners of the non-surviving non‑surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities shall be determined in good faith jointly by the Board of Directors of the Company and the Holder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options Purchase Rights or Convertible Securities: (A) Securities are issued or sold for cash, the consideration received therefor shall be deemed to will be the net amount received by the Company therefor; therefor (Bin the case of an underwritten public offering, after deduction of all underwriting discounts or allowances) in connection with such issuance, grant or sale. In case any Common Stock, Purchase Rights or Convertible Securities are issued or sold for Marketable Securitiesa consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Company (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received therefor shall be deemed to by the Company will be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities Market Price thereof as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of receipt. In case any Common Stock, Options Purchase Rights or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. Notwithstanding anything else herein to the contrary, if Common Stock, Purchase Rights or Convertible Securities are issued or sold in conjunction with each other as part of a single transaction or in a series of related transactions, the Purchaser may elect to determine the amount of consideration deemed to be received by the Company therefor by deducting the fair value of any type of securities (the "Disregarded Securities") issued or sold in such ownerstransaction or series of transactions. If the Purchaser makes an election pursuant to the immediately preceding sentence, no adjustment to the Exchange Rate shall be made pursuant to this Section 2 for the issuance of the Disregarded Securities or upon any conversion, exercise or exchange thereof. The net amount of any cash consideration and Company shall calculate, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or Marketable Securities securities; provided, however, that if the Purchaser does not agree to such fair market value calculation within three business days after receipt thereof from the Company, then such fair market value shall be determined in good faith jointly by the Board an investment banker or other appropriate expert of Directors of national reputation selected by the Company and reasonably acceptable to the HolderPurchaser, with the costs of such appraisal to be borne by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Common Stock Equivalents are issued, granted or sold for cash, the consideration received therefor shall be deemed to will be the net amount received by the Company Corporation therefor; (B) , after deduction of all underwriting discounts or allowances in connection with such issuance, grant or sale. In case any Common Stock, Options or Common Stock Equivalents are issued or sold for Marketable Securitiesa consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation will be the fair market value of such consideration as determined by a majority of the Board of Directors and the Requisite Holders, except where such consideration consists of securities, in which case the amount of consideration received therefor shall be deemed to by the Corporation will be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities thereof as of the end date of business receipt; in the event that the Board of Directors and the Requisite Holders cannot agree on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of , then the Company, together comprising one integrated transaction, the amount of consideration received therefor matter shall be deemed promptly submitted to be to be the fair value of such portion of the aggregate consideration received an independent accountant mutually agreed upon by the Company in such transaction as is attributable to such shares Board of Directors and the Requisite Holders, whose determination shall be binding, absent manifest error. In case any Common Stock, Options or Convertible Securities, as the case may be, Common Stock Equivalents are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Convertible SecuritiesCommon Stock Equivalents, as the case may be. Notwithstanding anything else herein to the contrary, issued if Common Stock, Options or Common Stock Equivalents are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, a deduction shall be made to such owners. The net amount the issuance price of any cash consideration and such securities to account for the fair value of any consideration of the other than cash securities issued, granted or Marketable Securities sold in conjunction therewith or as part of the same transaction or series of related transactions. An adjustment pursuant to this Article IX. shall be determined made, if applicable, for each separate security issued, granted or sold as if such security was not issued, granted or sold in good faith jointly by the Board conjunction with any other security as part of Directors a single transaction or in a series of the Company and the Holderrelated transactions.

Calculation of Consideration Received. If the Company shallany Common Membership Interests, at any time or from time to time after the Issue Date, issue or sellOptions, or pursuant to Section 3(c) be Convertible Securities are issued or sold or deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any Common Membership Interests, Options, or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of marketable securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the market price thereof as is attributable to such shares of the date of receipt. In case any Common StockMembership Interests, Options Options, or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger or other business combination in which the Company is the surviving corporationentity, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockMembership Interests, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined by the Company, unless such consideration is paid by an Affiliate of the Company, in good faith which case the fair value of such consideration shall be determined jointly by the Board of Directors of the Company and the HolderRequired Holders. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Required Holders, whose determination shall be final and binding on the Company and all Registered Holders of Warrants (as defined in Section 8 below). The fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If any Option or Convertible Security is issued or deemed issued in connection with the Company shallissuance or sale or deemed issuance or sale of any other securities of the Corporation, at any time together comprising one integrated transaction, (x) such Option or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(cConvertible Security (as applicable) will be deemed to have been issued for consideration equal to the Black Scholes Consideration Value thereof and (y) the other securities issued or sold, sold or deemed to have been issued or sold in such integrated transaction shall be deemed to have been issued for consideration equal to the difference of (I) the aggregate consideration received by the Corporation minus (II) the Black Scholes Consideration Value of each such Option or Convertible Security (as applicable). If any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall will be deemed to be the net gross amount received by the Company therefor; Corporation therefor and not reduced by any standard and customary underwriter’s discounts or commissions, standard and customary selling agent commissions or expenses or other standard and customary reasonable expenses (B) for Marketable Securitiesbut net of any amount or other consideration paid or payable to, the amount or withheld by, any purchaser thereof or any of consideration received therefor shall be deemed to be the market price (as reflected on its affiliates). If any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible SecuritiesSecurities are issued or sold for a consideration other than cash, as the amount of such consideration received by the Corporation will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case may bethe amount of consideration received by the Corporation for such securities will be the average VWAP of such security for the five (5) Trading Day period immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving corporationentity, the amount of consideration received therefor shall will be deemed to be the fair value of such portion of the net assets and business (including goodwill) of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, Securities (as the case may be, issued to such owners). The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities shall publicly traded securities will be determined in good faith jointly by the Board of Directors of the Company Corporation and the applicable Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Corporation and such Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Corporation.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; therefor (B) net of non-customary discounts, commissions and related expenses). In case any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, entity the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRegistered Holders of Warrants representing a majority of the shares of Warrant Stock obtainable upon exercise of such Warrants. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser selected by the Company and approved by the Registered Holders of Warrants representing a majority of the shares of Warrant Stock obtainable upon exercise of such Warrants (such approval not to be unreasonably withheld). The determination of such appraiser shall be final and binding on the Company and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company shall, at In case any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have Option is issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securities, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance the issue or sale of other securities of the Company, together comprising one integrated transactiontransaction in which no specific consideration is allocated to such Options by the parties thereto, the Options will be deemed to have been issued for consideration of fair value as determined in good faith by the Board of Directors of the Company; provided, however, that promptly following such determination, the Company provides each of the holders of the Debentures then outstanding with written notice setting forth in reasonable detail the basis for the Company's determination of such fair value. The Objecting Holders shall have the right to object to the Company's determination of fair value within ten (10) Business Days of receipt of such notice. In the event the Company fails to provide the holders of the Debentures then outstanding with the notice required herein or in the event the Objecting Holders provide the Company with a notice of its objection, then, the fair market value shall be determined jointly by the Company and (A) the holders of at least 75% of the Outstanding Principal Amount of the Debentures then outstanding and (B) Xxxxxx for so long as Xxxxxx holds not less than $10 million in principal amount of Debentures. If any Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the gross amount received by the Company therefor. If any Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of the consideration other than cash received therefor shall be deemed to be to by the Company will be the fair value of such portion consideration, except where such consideration consists of marketable securities, in which case the aggregate amount of consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as will be the case may be, issued in such transaction; or (E) to the owners arithmetic average of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value Closing Sale Prices of such portion securities during the ten (10) consecutive Trading Days ending on the date of the net assets and business receipt of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such ownerssecurities. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities shall securities will be determined in good faith jointly by the Board of Directors of the Company; provided, however, that promptly following such determination, the Company provides each of the holders of the Debentures then outstanding with a notice setting forth in reasonable detail the basis for the Company's determination of such fair value. The Objecting Holders shall have the right to object to the Company's determination of fair value within ten (10) Business Days of receipt of such notice. In the event the Company fails to provide the holders of the Debentures then outstanding with the notice required herein or in the event the Objecting Holders provides the Company with a notice of its objection, then, the fair market value shall be determined jointly by the Company and (A) the Holderholders of at least 75% of the Outstanding Principal Amount of the Debentures then outstanding and (B) Xxxxxx for so long as Xxxxxx holds not less than $10 million in principal amount of Debentures or shares of Common Stock received upon conversion of such Debentures. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the "Valuation Event") under this subsection (iv), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser selected by the Company and (A) the holders of at least 75% of the Outstanding Principal Amount of the Debentures then outstanding and (B) Xxxxxx for so long as Xxxxxx holds not less than $10 million in principal amount of Debentures or shares of Common Stock received upon conversion of such Debentures. The determination of such appraiser shall be deemed binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common ------------------------------------- Stock, Options or Convertible Securities: (A) Securities are issued, granted or sold for cash, the consideration received therefor shall be deemed to for purposes of this Warrant will be the net amount received by the Company therefor; (B) for Marketable Securities, the amount before deduction of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchangereasonable commissions, quotation system underwriting discounts or association allowances or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash reasonable expenses paid or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received incurred by the Company in connection with such transaction as is attributable to such shares of issuance, grant or sale. In case any Common Stock, Options or Convertible SecuritiesSecurities are issued or sold for a consideration part or all of which shall be other than cash, as the case may be, issued in such transaction; or (E) to the owners amount of the non-surviving entity consideration other than cash received by the Company will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or Marketable Securities shall securities will be determined in good faith jointly determined: (a) by the Board of Directors of the Company in cases where the Common Stock, Options or Convertible Securities are issued to Strategic Partners (as defined below) or to employees, independent contractors or others who perform services for the Company (provided that such determination shall be made in good faith and be based upon the Holderassessment by the Board of Directors of the value of the services provided to the Company); and (b) in all other cases, in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holders hereof, with the costs of such appraisal to be borne by the Company. For purposes of this Warrant, the term "STRATEGIC PARTNER" means a person or entity with whom the Company has entered, or proposes to enter, into a strategic relationship involving the sale, marketing, manufacturing, or development of products of the Company or such other person or entity.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sellissue, or pursuant to Section 3(c) be is deemed to have issued or soldin accordance with Section 4.3, any shares of Common StockOrdinary Shares, Options Options, or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received therefor by the Company shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association association, or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, have been issued in such transactionwithout consideration; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockOrdinary Shares, Options Options, or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Board of Directors of the Company (the “Board”) and the Holder; provided, that if the Board and the Holder are unable to agree on the net amount of any cash consideration or the fair value of any consideration other than cash or marketable securities within a reasonable period of time, such net amount of cash or fair value, as applicable, shall be determined by a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing engaged by the Company. The determination of such firm shall be final and conclusive, and the fees and expenses of such valuation firm shall be borne by the Company.

Calculation of Consideration Received. If any of the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common StockCompany’s common stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any of the Company’s common stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of Common Stockthe date of receipt. In case any of the Company’s common stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, entity the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockCompany common stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRegistered Holders of Warrants representing a majority of the Exercise Stock obtainable upon exercise of such Warrants. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Registered Holders of Warrants representing a majority of the Exercise Stock obtainable upon exercise of such Warrants. The determination of such appraiser shall be final and binding on the Company and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company shallany STS Common Stock, at any time ------------------------------------- Options or from time to time after the Issue Date, issue Convertible Securities are issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company STS therefor; (B) . In case any STS Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor by STS shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor by STS shall be deemed to be to be the fair value of such portion Market Price thereof as of the aggregate consideration received by the Company in such transaction as is attributable to such shares date of receipt. In case any STS Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company STS is the surviving corporationentity, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of STS Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities and securities shall be determined in good faith jointly by STS and the Board holders of Directors a majority of the Company outstanding principal amount of the Notes. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by STS and the Holderholders of a majority of the outstanding principal amount of the Notes. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by STS.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received paid by the holder to the Company therefor; for such security (B) including discounts, commissions and related expenses paid to independent third parties). In case any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash (including in connection with acquisitions), the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, paid by the amount of consideration received therefor holder shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRegistered Holders of Warrants representing a majority of the shares of Warrant Stock obtainable upon exercise of such Warrants. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Registered Holders of Warrants representing a majority of the shares of Warrant Stock obtainable upon exercise of such Warrants. The determination of such appraiser shall be final and binding on the Company and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or pursuant to Section 3(c) be is deemed to have issued or soldsold in accordance with Section 4(d), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received therefor by the Company shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transactiontransaction as a “unit”, the amount of the consideration received therefor for the Option or Convertible Security included in such unit will be the exercise or conversion price thereof and the amount of the consideration for any Common Stock included in such unit shall be deemed to be to be the fair value purchase price of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transactionunit; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Board of Directors of the Company and the Holder.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or pursuant to Section 3(c) be is deemed to have issued or soldsold in accordance with Section 4(d), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received therefor by the Company shall be deemed to be the market price (as reflected on any securities exchangeNational Securities Exchange, quotation the OTCBB, the Pink Sheets or a similar alternative trading system or association on which such security is listed or similar pricing system covering such securityquoted, as the case may be) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Board of Directors of the Company and the Holder.. Schedule "C" - 9

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options Purchase Rights or Convertible Securities: (A) Securities are issued or sold for cash, the consideration received therefor for such rights or securities will be the amount actually received by the Company. In case any Common Stock, Purchase Rights or Convertible Securities are issued or sold for a consideration part or all of which shall be deemed other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to be the net Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Company therefor; (B) for Marketable Securities, including the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as net present value of the end of business on consideration expected by the date of receipt of such securities; (CCompany for the provided or purchased services) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair market value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of . In case any Common Stock, Options Purchase Rights or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. Notwithstanding anything else herein to the contrary, if Common Stock Purchase Rights or Convertible Securities are issued or sold in conjunction with each other as part of a single transaction or in a series of related transactions, the Holder may elect to such owners. The net determine the amount of any cash consideration and deemed to be received by the Company therefor by deducting the fair market value of any consideration other than cash type of securities (the "Disregarded Securities") issued or Marketable Securities sold in such transaction or series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price shall be determined in good faith jointly by made pursuant to this paragraph (c) for the Board of Directors issuance of the Company and the HolderDisregarded Securities or upon any conversion, exercise or exchange thereof.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time --------------------------------------- Options or from time to time after the Issue Date, issue Convertible Securities are issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRegistered Holders of the Warrants representing a majority of the shares of Common Stock obtainable upon exercise of such Warrants. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Registered Holders of Warrants representing a majority of the shares of Common Stock obtainable upon exercise of such Warrants. The determination of such appraiser shall be final and binding on the Company and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant shall be deemed to be the net amount received by the Company therefor; (B) Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or sale. If any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration part or all of which shall be other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Corporation shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of . If any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-non- surviving entity as which is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors and the Requisite Warrant Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Company Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the Holderholders of the Warrants.

Calculation of Consideration Received. If any of the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common StockCompany’s common stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any of the Company’s common stock, Options or Convertible Securities are issued or sold for Marketable Securitiesany consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of Common Stockthe date of receipt. In case any of the Company’s common stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, entity the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockCompany common stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRegistered Holders of Warrants representing a majority of the Exercise Stock obtainable upon exercise of such Warrants. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Registered Holders of Warrants representing a majority of the Exercise Stock obtainable upon exercise of such Warrants. The determination of such appraiser shall be final and binding on the Company and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received paid by the holder to the Company therefor; for such security (B) including discounts, commissions and related expenses paid to independent third parties). In case any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash (including in connection with acquisitions), the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, paid by the amount of consideration received therefor holder shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities securities shall be determined in good faith jointly by the Board of Directors of the Company and the HolderRegistered Holders of Warrants representing a majority of the shares of Common Stock obtainable upon exercise of such Warrants. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Registered Holders of Warrants representing a majority of the shares of Common Stock obtainable upon exercise of such Warrants. The determination of such appraiser shall be final and binding on the Company and the Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c3(b) be deemed to have issued or sold, any shares of Common StockOrdinary Shares, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securities, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common StockOrdinary Shares, Options or Convertible Securities, as the case may be, issued in such transaction; or (E) to the owners of the non-surviving non‑surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockOrdinary Shares, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities shall be determined in accordance with Section 1028 of the Companies Act and, to the extent necessary or required, in good faith jointly by the Board of Directors of the Company and the Holder.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time Option or from time to time after the Issue Date, issue Convertible Security is issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; therefor (B) net of discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Fair Market Value thereof as is attributable to such shares of the date of receipt. If any Common Stock, Options Option or Convertible Securities, as the case may be, Security is issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationcompany, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities and securities shall be determined in good faith jointly by the Board Company and Holders representing a majority of Directors the holders of the series of Warrants issued pursuant to the Securities Purchase Agreement of this Warrant. If such parties are unable to reach agreement within a reasonable period of time, the Holders representing a majority of the holders of the series of Warrants issued pursuant to the Securities Purchase Agreement of this Warrant may, upon a reasonable good faith determination by such Holder that an appraisal is necessary, request in a timely manner that the fair value of such consideration be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Company and the HolderRegistered Holder of this Warrant. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time Option or from time to time after the Issue Date, issue Convertible Security is issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; Corporation therefor (B) net of non-customary discounts, commissions and related expenses). If any Common Stock, Option or Convertible Security is issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Corporation shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor by the Corporation shall be deemed to be to be the fair value of such portion Market Price thereof as of the aggregate consideration received by the Company in such transaction as is attributable to such shares date of receipt. If any Common Stock, Options Option or Convertible Securities, as the case may be, Security is issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities and securities shall be determined in good faith jointly by the Board Corporation and the holders of Directors at least a majority of the Company then outstanding Series A Preferred. If such parties are unable to reach agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration selected by the Corporation and approved by the holders of at least a majority of the then outstanding Series A Preferred (such approval not to be unreasonably withheld). The determination of such appraiser shall be final and binding upon the parties, and the Holderfees and expenses of such appraiser shall be borne by the Corporation.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued, granted or sold for cash, the consideration received therefor shall be deemed to for purposes of this Debenture will be the net amount received by the Company Corporation therefor; (B) for Marketable Securities, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration Corporation in connection with an issuance such issuance, grant or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of sale. In case any Common Stock, Options or Convertible SecuritiesSecurities are issued or sold for a consideration part or all of which shall be other than cash, as including, in the case may be, issued of a strategic or similar arrangement in such transaction; or (E) which the other entity will provide services to the owners Corporation, purchase services from the Corporation or otherwise provide intangible consideration to the Corporation, the amount of the non-surviving entity consideration other than cash received by the Corporation (including the net present value of the contribution expected by the Corporation for the provided or purchased services) will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and Corporation shall calculate, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or Marketable Securities shall securities; provided, however, that if the Holder does not agree to such fair market value calculation within three (3) business days after receipt thereof from the Corporation, then such fair market value will be determined in good faith jointly by an investment banker or other appropriate expert of national reputation selected by the Board Corporation and reasonably acceptable to the Holder hereof, with the costs of Directors of such appraisal to be borne by the Company and the HolderCorporation.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant shall be deemed to be the net amount received by the Company therefor; (B) Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or sale. If any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration part or all of which shall be other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Corporation shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of . If any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-non- surviving entity as which is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors and a majority-in-interest of the Company holders of the outstanding Warrants. If the Board of Directors and the Holderholders of a majority-in-interest of the outstanding Warrants are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or pursuant to Section 3(c) be is deemed to have issued or soldsold in accordance with Section 9(d)(iv), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities that have traded at an average daily trading volume of at least $1,000,000 during the 30 day period immediately preceding the date of receipt of such securities, in which case the amount of consideration received therefor by the Company shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction$0.01; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Board of Directors of and the Holder. In the event that the Company and Holder are unable agree on the Holderfair value of any non-cash consideration within ten (10) Business Days, Holder shall appoint a qualified independent third party to calculate the fair value. The calculation made by such independent third party shall be final and binding. The Company shall be responsible for all costs of such third party.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time Option or from time to time after the Issue Date, issue Convertible Security is issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net gross amount received by the Company therefor; Corporation therefor (B) net of any underwriter, placement agent or broker discounts and commissions). If any Common Stock, Option or Convertible Security is issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Corporation shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor by the Corporation shall be deemed to be to be the fair value of such portion Current Market Price thereof as of the aggregate consideration received by the Company in such transaction as is attributable to such shares date of receipt. If any Common Stock, Options Option or Convertible Securities, as the case may be, Security is issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities and securities shall be determined in good faith jointly by the Board Corporation and the holders of Directors a majority of the Company outstanding Series B Preferred Stock. If such parties are unable to reach an agreement within a reasonable period of time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the Holderholders of a majority of the outstanding Series B Preferred Stock. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Corporation.

Calculation of Consideration Received. If the Company shallany Common Stock, at any time Option or from time to time after the Issue Date, issue Convertible Security is issued or sell, sold or pursuant to Section 3(c) be deemed to have been issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company Corporation therefor; (B) . If any Common Stock, Option or Convertible Security is issued or sold for Marketable Securitiesconsideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Corporation shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of . If any Common Stock, Options Option or Convertible Securities, as the case may be, Security is issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value of such the portion of the net assets and business of the non-surviving entity as that is attributable to such shares of Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration or net assets other than cash and securities (and, if applicable, the portions thereof attributable to any such stock or Marketable Securities securities) shall be determined in good faith jointly by the Board Corporation and the Series A Preferred Majority Holders. If such parties are unable to reach agreement within a reasonable period of Directors time, the fair value of such consideration shall be determined by an independent appraiser experienced in valuing such type of consideration jointly selected by the Corporation and the Series A Preferred Majority Holders. The determination of such appraiser shall be final and binding upon the parties. The fees, costs and expenses of such appraiser shall be borne by the Corporation and Series A Preferred Majority Holders, on behalf of all holders of the Company Series A Preferred, based on the inverse of the percentage that the appraiser’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the appraiser. For example, should the items in dispute total in amount to $1,000 and the Holderappraiser awards $600 in favor of the Corporation’s position, 60% of the costs of its review would be borne by Series A Preferred Majority Holders and 40% of the costs would be borne by the Corporation.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common Stock, Options or Convertible Securities: (A) Securities are issued, granted or sold for cash, the consideration received therefor shall be deemed to will be the net amount received by the Company Corporation therefor; (B) for Marketable Securities, the amount after deduction of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system all underwriting discounts or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration allowances in connection with an issuance such issuance, grant or sale of other securities of the Company, together comprising one integrated transaction, the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of sale. In case any Common Stock, Options or Convertible SecuritiesSecurities are issued or sold for a consideration part or all of which shall be other than cash, as including in the case may be, issued of a strategic or similar arrangement in such transaction; or (E) which the other entity will provide services to the owners Corporation, purchase services from the Corporation or otherwise provide intangible consideration to the Corporation, the amount of the non-surviving entity consideration other than cash received by the Corporation (including the net present value of the consideration expected by the Corporation for the provided or purchased services) will be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation will be the Daily Market Price with respect to such securities thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. Notwithstanding anything else herein to the contrary, if Common Stock, Options or Convertible Securities are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, any Holder of the Notes may elect to determine the amount of consideration deemed to be received by the Corporation therefor by deducting the fair value of any type of securities (the "Disregarded Securities") issued, granted or sold in such transaction or series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Conversion Price shall be made pursuant to this Article VIII.F for the issuance of the Disregarded Securities or upon any conversion or exercise thereof. For example, if the Corporation were to issue convertible notes having a face value of $1,000,000 and warrants to purchase shares of Common Stock at an exercise price equal to the market price of the Common Stock on the date of issuance of such warrants in exchange for $1,000,000 of consideration, the fair value of the warrants would be subtracted from the $1,000,000 of consideration received by the Corporation for the purposes of determining whether the shares of Common Stock issuable upon conversion of the convertible notes shall be deemed to be issued at a price per share below market price and, if so, for purposes of determining any adjustment to such ownersthe Conversion Price hereunder as a result of the issuance of the Convertible Securities. The net amount of any cash consideration and Corporation shall calculate, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or Marketable Securities shall securities; provided, however, that if the Holder hereof does not agree to such fair market value calculation within three business days after receipt thereof from the Corporation, then such fair market value will be determined in good faith jointly by an investment banker or other appropriate expert of national reputation selected by the Board Corporation and reasonably acceptable to the Majority Holders, with the costs of Directors of such appraisal to be borne by the Company and the HolderCorporation.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or pursuant to Section 3(c) be is deemed to have issued or sold, any shares of Common Stock, Options Stock or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for Marketable Securitiesconsideration other than cash, the amount of such consideration shall be the fair value of such consideration received therefor by the Company, except where such consideration consists of marketable securities, in which case the amount of such consideration shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securitiessecurities by the Company; (C) for consideration other than cash or Marketable Securities, the amount of consideration received therefor shall be deemed to be the fair value of such consideration; (D) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options Stock or Convertible Securities, as the case may be, issued in such transaction; or (ED) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration received [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options Stock or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities marketable securities shall be determined in good faith jointly by the Board of Directors of the Company and the Holder; provided, however, that if the Board and the Holder are unable to reach agreement within a reasonable period of time, such fair value shall be determined in good faith by an independent investment banking or valuation firm selected jointly by the Board and the Holder or, if that selection cannot be made within ten days, by an independent investment banking or valuation firm selected by the American Arbitration Association in accordance with its rules.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or pursuant to Section 3(c) be deemed to have issued or sold, any shares of Common ------------------------------------- Stock, Options or Convertible Securities: (A) Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) . In case any Common Stock, Options or Convertible Securities are issued or sold for Marketable Securitiesa consideration other than cash, the amount of consideration received therefor shall be deemed to be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for consideration other than cash or Marketable Securities, received by the amount of consideration received therefor Company shall be deemed to be the fair value of such consideration; (D) for no specifically allocated , except where such consideration consists of securities, in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, which case the amount of consideration received therefor shall be deemed to be to be the fair value of such portion of the aggregate consideration received by the Company in such transaction shall be the Market Price thereof as is attributable to such shares of the date of receipt. In case any Common Stock, Options or Convertible Securities, as the case may be, Securities are issued in such transaction; or (E) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationentity, the amount of consideration received therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or Marketable Securities and securities shall be determined in good faith jointly by the Board of Directors of the Company and the Holderholders of a majority of the outstanding principal amount of the Notes. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the holders of a majority of the outstanding principal amount of the Notes. The determination of such appraiser shall be final and binding upon the parties, and the fees and expenses of such appraiser shall be borne by the Company.