Common use of Computation of Consideration Clause in Contracts

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be (x) the amount of the cash received by the Issuer Company therefor, or, (y) if such Additional Shares of Common Stock or Common Stock Equivalents warrants, options or other rights or convertible securities are offered by the Issuer Company for subscription, the subscription price, or, or (z) if such Additional Shares of Common Stock or Common Stock Equivalents warrants, options or other rights or convertible securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting disregarding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, with the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors of in a manner reasonably acceptable to the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beHolder. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents convertible securities shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalentsconvertible securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalentsconvertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents warrants, options or other rights or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stockin a fixed amount, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and (but without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany (but without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of Additional Shares of Common Stock or Convertible Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and the consideration received for such issuance shall be equal to the fair market value, as determined in good faith by the Board of Directors of the Company, on the date of such transaction, of such stock or securities of the other corporation, and if any such calculation results in adjustment of the number of shares of Warrant Stock immediately prior to such merger, conversion or sale for purposes of this Subsection 8(f), such merger, conversion or sale shall be deemed to have been made after giving effect to such adjustment. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing any warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Capital Stock or any Common Stock Equivalents (convertible securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Capital Stock or any convertible securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Capital Stock or Common Stock Equivalents convertible securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Capital Stock or Common Stock Equivalents convertible securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting disregarding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, with the issuance issue thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beDirectors. The consideration for any Additional Shares of Common Capital Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Capital Stock issuable pursuant to the terms of any Common Stock Equivalents convertible securities shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalentsconvertible securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalentsconvertible securities. In case of the issuance at any time of any Additional Shares of Common Capital Stock or Common Stock Equivalents convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stockin a fixed amount, the Issuer Company shall be deemed to have received for such Additional Shares of Common Capital Stock or Common Stock Equivalents convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To For the extent that purposes of this Section 3: (1) the consideration for any Additional ---------------------------- Shares shares of Common Stock or any Common Stock Equivalents Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (or any warrants or other rights therefori) insofar as it consists of cash, shall be issued for cash consideration, the consideration received by the Issuer therefor shall be computed as the amount of the cash received by the Issuer Corporation, and insofar as it consists of securities, the Market Price therefor or insofar as it consists of other property, the Fair Market Value thereof, as of the date immediately preceding such issue, sale, grant, or the record date therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering in each case without a subscription offering, the initial public offering price (in deducting any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for Corporation, any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services, and in the underwriting of, any accrued interest or otherwise dividends in connection withwith such issue or sale, and (ii) in case shares of Common Stock or Options or Convertible Securities are or are to be issued, sold or granted together with other stock or securities or other assets of the issuance thereof). To the extent that such issuance shall be Corporation for a consideration other than cashwhich covers both, then, except as herein otherwise expressly provided, shall be the amount proportion of such consideration shall be deemed so received, computed as provided in subdivision (i) above, allocable to be such shares of Common Stock or Options or Convertible Securities, as the fair value of such consideration at the time of such issuance case may be, all as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares Corporation in the good faith reasonable exercise of its business judgment; and (2) shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be have been issued upon the fair valueissue, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalentssale, or any warrants grant of Options or other rights therefor, as the case may be. The consideration for any Additional Shares of Common Stock issuable Convertible Securities pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsSection 3(b), plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received been issued for such Additional Shares a consideration per share of Common Stock determined by dividing (i) the total amount, if any, received and receivable (or, pursuant to this Section 3(l), deemed to have been received) by the Corporation as consideration for the issue, sale, or grant of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case comprising such consideration as provided in the foregoing subdivision (1), by (ii) the maximum number of shares of Common Stock Equivalents (as set forth in the instruments relating thereto, without regard to any provision contained therein for a consideration equal to the amount subsequent adjustment of such dividend so paid number) issuable upon the exercise of such Options or satisfiedthe conversion or exchange of such Convertible Securities.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional ---------------------------- Shares of Common Preferred Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Preferred Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Preferred Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Preferred Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and (but without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany (but without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). In case any Additional Shares of Common Preferred Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Preferred Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Preferred Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of Additional Shares of Preferred Stock or Convertible Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and the consideration received for such issuance shall be equal to the fair market value, as determined in good faith by the Board of Directors of the Company, on the date of such transaction, of such stock or securities of the other corporation, and if any such calculation results in adjustment of the number of shares of Preferred Stock comprising a Stock Unit immediately prior to such merger, conversion or sale for purposes of this Subsection 5.1(f), such merger, conversion or sale shall be deemed to have been made after giving effect to such adjustment. The consideration for any Additional Shares of Common Preferred Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Preferred Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing any warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Preferred Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Preferred Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Preferred Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To The consideration received by the Issuer shall be the following: to the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer for and or in connection with the underwriting of, thereof or otherwise in connection with, with the issuance issue thereof). To ; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beBoard. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, consideration payable to the Issuer upon the exercise of the right of exercise, conversion or exchange in of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends dividend upon any class of stock Capital Stock of the Issuer other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other than cash, the Board shall notify the Holder of this Warrant of its good faith determination of the fair market value of such consideration prior to payment or accepting receipt thereof. If, within thirty days after receipt of said notice, the Majority Holders shall notify the Board in writing of their objection to such determination, a determination of the fair market value of such consideration shall be made by an Independent Appraiser selected by the Majority Holders with the approval of the Board (which approval shall not be unreasonably withheld), whose fees and expenses shall be paid by the Issuer.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board Board, provided that if such determination is reasonably objected to by the holders of Directors Warrants entitled to purchase a majority of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) Units covered by all Warrants, such determination shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith made by an independent appraiser selected by the Board of Directors of the Issuer, of and not reasonably objected to by such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beholders. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Issuer Company for issuing such warrants warrant or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received or receivable by the Issuer Company for issuing any warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, thenor in case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, except as herein otherwise expressly provided, then the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securitiesCompany or, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith if so requested by the Board of Directors of Majority Holders, by a nationally recognized independent financial expert selected by the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beMajority Holders. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration consideration, if any, received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange contained in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration consideration, if any, received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To The consideration received by ---------------------------- the Corporation shall be deemed to be the following: to the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for a cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer Corporation therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer Corporation for subscription, the subscription price, or, or if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any each such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer Corporation for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To ; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration received by the Corporation shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beBoard. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same Common Stock Equivalent shall be the consideration received by the Issuer Corporation for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, consideration payable to the Issuer Corporation upon the exercise of the right of exercise, conversion or exchange in of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends dividend upon any class of stock Stock other than Common StockCommon, the Issuer Corporation shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other than cash, the Board shall notify the Holder of this Warrant of its determination of the fair market value of such consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the Holders of Warrants exercisable for at least a majority of Warrant Stock then unissued shall notify the Board in writing of their objection to such determination, a determination of fair market value of such consideration shall be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of Chicago, Illinois.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued solely for cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) Company, provided that if such determination is objected to by the Holder, such determination shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith made by the an independent appraiser selected by such Board of Directors of and not objected to by the Issuer, Holder. The fees and expenses of such portion of appraiser shall be paid by the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beCompany. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Issuer Company for issuing such warrants warrant, options or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received or receivable by the Issuer Company for issuing warrants any warrants, options or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities (if any), plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any additional shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares additional shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares additional shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany (excluding therefrom any director designated by the transferee thereof). In case any Additional Shares additional shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such additional shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany (excluding therefrom any director designated by the transferee thereof for the purpose of voting on such matter but not for the purpose of determining whether a quorum is present at such meeting), of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares additional shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration Net Consideration Per Share which may be received by the Company for any Additional Shares additional shares of Common Stock issuable pursuant to any warrants warrant, option or other rights to subscribe for subscription or purchase the same right or any Convertible Securities shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied.determined as follows:

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Other Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Other Stock or any Convertible Securities shall be issued solely for cash consideration, the consideration received by the Issuer Corporation therefor shall be deemed to be the amount of the cash received by the Issuer Corporation therefor, or, if such Additional Shares of Common Other Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Corporation for subscription, the subscription price, or, if such Additional Shares of Common Other Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends dividends, and without taking into account after deductions for any compensation, discounts underwriting discounts, placement fees or expenses funding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Issuer Corporation for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Corporation's Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beDirectors. The consideration for any Additional Shares of Common Other Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Issuer Corporation for issuing such warrants warrant, options or other rights rights, plus the additional consideration payable to the Issuer Corporation upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Other Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received or receivable by the Issuer Corporation for issuing warrants any warrants, options or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Corporation in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Corporation upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Other Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Other Stock or any Convertible Securities shall be issued solely for cash consideration, the consideration received by the Issuer Corporation therefor shall be deemed to be the amount of the cash received by the Issuer Corporation therefor, or, if such Additional Shares of Common Other Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Corporation for subscription, the subscription price, or, if such Additional Shares of Common Other Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends dividends, and without taking into account after deductions for any compensation, discounts underwriting discounts, placement fees or expenses funding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Issuer Corporation for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Corporation's Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beDirectors. The consideration for any Additional Shares of Common Other Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Issuer Corporation for issuing such warrants warrant, options or other rights rights, plus the additional consideration payable to the Issuer Corporation upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Other Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received or receivable by the Issuer Corporation for issuing warrants any warrants, options or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Corporation in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Corporation upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities or warrants or other rights are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting ofthereof, or otherwise in connection with, with the issuance issue thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beCompany. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing any warrants or other rights to subscribe for or purchase such Common Stock Equivalents, Convertible Securities plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalents, Convertible Securities plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock equity securities other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rightsCompany. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration consideration, if any, received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of exercise, conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a Convertible Securities consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) shall be to subscribe for or purchase any Additional Shares or any Convertible Securities are issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends distributions and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be is for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board Board, upon the request of Directors of the IssuerHolder, and supported by an opinion from an Independent Financial Expert. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares or Convertible Securities shall be issued in connection with any merger in which where the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair market value, as determined in good faith by the Board and, upon the request of Directors of the IssuerHolder, supported by an opinion from an Independent Financial Expert of such portion of the assets and business of the nonsurviving corporation as such the Board in good faith shall determine to be attributable to such Additional Shares of Common StockShares, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance If any Additional Shares or Convertible Securities are issued at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends distributions upon any class of stock Shares other than Common StockShares, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend distribution so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any shares of Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any options, warrants or other rights therefor) to subscribe for or purchase any shares of Additional Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such shares of Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such shares of Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beCompany. The consideration for any shares of Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Issuer Company for issuing such options, warrants or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such options, warrants or other rights. The consideration for any shares of Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received or receivable by the Issuer Company for issuing any options, warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion conversion, exercise or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any shares of Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Stockcommon stock, the Issuer Company shall be deemed to have received for such shares of Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Capital Shares of Common Stock or any Common Stock Equivalents (convertible or exchangeable securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Capital Shares or any convertible or exchangeable securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, with the issuance issue thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beDirectors. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents convertible or exchangeable securities shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalentsconvertible or exchangeable securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalentsconvertible or exchangeable securities. In case of the issuance at any time of any Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Stockpreferred as to dividends in a fixed amount, the Issuer Company shall be deemed to have received for such Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock Ordinary Shares or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Ordinary Shares or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock Ordinary Shares or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock Ordinary Shares or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerBoard. In case any Additional Shares of Common Stock Ordinary Shares or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Ordinary Shares or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerBoard, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common StockOrdinary Shares, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock Ordinary Shares issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock Ordinary Shares issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock Ordinary Shares or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common StockOrdinary Shares, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock Ordinary Shares or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) shall be to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities are issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends distributions and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be is for a consideration other than cash, then, except as herein otherwise expressly provided, then the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors unanimous action of the IssuerBoard. In the case that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which where the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair market value, as determined in good faith by the Board of Directors unanimous action of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beBoard. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of If any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are issued at any time in payment or satisfaction of any dividends distributions upon any class of stock other than shares of Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend distribution so paid or satisfied.

Computation of Consideration. To The consideration received by the Issuer shall be deemed to be the following: to the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer for and or in connection with the underwriting of, thereof or otherwise in connection with, with the issuance issue thereof). To ; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beBoard. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, consideration payable to the Issuer upon the exercise of the right of exercise, conversion or exchange in of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends dividend upon any class of stock Capital Stock of the Issuer other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other than cash, the Board shall notify the Holder of this Warrant of its good faith determination of the fair market value of such consideration prior to payment or accepting receipt thereof. If, within thirty days after receipt of said notice, the Majority Holders shall notify the Board in writing of their objection to such determination, a determination of the fair market value of such consideration shall be made by an Independent Appraiser selected by the Majority Holders with the approval of the Board (which approval shall not be unreasonably withheld), whose fees and expenses shall be paid by the Issuer.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any options, warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, then except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any options, warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalentsoptions, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such options, warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such options, warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (convertible securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any convertible securities shall be issued solely for cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents convertible securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends dividends, and without taking into account after deductions for any compensation, discounts underwriting discounts, placement fees or expenses finding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beDirectors. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Issuer Company for issuing such warrants warrant, options or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents convertible securities shall be the consideration received or receivable by the Issuer Company for issuing warrants any warrants, options or other rights to subscribe for or purchase such Common Stock Equivalentsconvertible securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalentsconvertible securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfiedconvertible securities.

Computation of Consideration. To the extent that any ---------------------------- Additional ---------------------------- Shares of Common Series D Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Series D Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Series D Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Series D Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and (but without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany (but without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). In case any Additional Shares of Common Series D Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Series D Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Series D Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of Additional Shares of Series D Stock or Convertible Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and the consideration received for such issuance shall be equal to the fair market value, as determined in good faith by the Board of Directors of the Company, on the date of such transaction, of such stock or securities of the other corporation, and if any such calculation results in adjustment of the number of shares of Series D Stock comprising a Stock Unit immediately prior to such merger, conversion or sale for purposes of this Subsection 5.1(f), such merger, conversion or sale shall be deemed to have been made after giving effect to such adjustment. The consideration for any Additional Shares of Common Series D Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Series D Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing any warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Series D Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Series D Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Series D Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer therefor Company therefore shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof)Company therefore. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerBoard. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor therefore shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerBoard, of such portion of the assets and business of the nonsurviving non-surviving corporation as such the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a Convertible Securities the consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the consideration received by the Issuer shall be the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the consideration received by the Issuer shall be the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuerissuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer therefor Borrower shall be deemed to be the amount of the cash received by the Issuer Borrower therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities or warrants or other rights are offered by the Issuer Borrower for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Borrower for and in the underwriting of, or otherwise in connection with, with the issuance issue thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beBorrower. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Borrower for issuing such warrants or other rights rights, plus the additional consideration payable to the Issuer Borrower upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Borrower for issuing any warrants or other rights to subscribe for or purchase such Common Stock Equivalents, Convertible Securities plus the consideration paid or payable to the Issuer Borrower in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Borrower upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock equity securities other than Common Stock, Stock the Issuer Borrower shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a Convertible Securities consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Nonpreferred Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Nonpreferred Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Nonpreferred Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Nonpreferred Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors Directors. If such determination is objected to by the Holders of Warrants evidencing a majority in number of the Issuer. In case any Additional Shares total number of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) Units at the time purchasable upon the exercise of all then outstanding Warrants, such determination shall be issued made by an independent appraiser chosen in connection with the manner specified in the definition of Appraised Value. The fees and expenses of any merger in which the Issuer issues any securities, the amount of consideration therefor appraisers shall be deemed to be the fair value, as determined in good faith paid by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beCompany. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Issuer Company for issuing such warrants warrants, options or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received or receivable by the Issuer Company for issuing warrants any warrants, options or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Nonpreferred Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Nonpreferred Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Nonpreferred Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer McLaren therefor shall be deemed to be the amount of the cash received by the Issuer McLaren therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer McLaren for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and (but without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer McLaren for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of McLaren (but without deduction of any compensation, discounts or expenses paid or incurred by McLaren for and in the Issuerunderwriting of, or otherwise in connection with, the issuance thereof). In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer McLaren issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerMcLaren, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. In the event of any consolidation or merger of McLaren in which McLaren is not the surviving corporation or in the event of any sale of all or substantially all of the assets of McLaren for stock or other securities of any corporation, McLaren shall be deemed to have issued a number of Additional Shares of Common Stock or Convertible Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and the consideration received for such issuance shall be equal to the fair market value, as determined in good faith by the Board of Directors of McLaren, on the date of such transaction, of such stock or securities of the other corporation, and if any such calculation results in adjustment of the number of Option Shares immediately prior to such merger, conversion or sale for purposes of this Subsection 4(g), such merger, conversion or sale shall be deemed to have been made after giving effect to such adjustment. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer McLaren for issuing such warrants or other rights rights, plus the additional consideration payable to McLaren upon the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer McLaren for issuing any warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer McLaren in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer McLaren upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

Computation of Consideration. To the extent that any ---------------------------- Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Comon Stock shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be (x) the amount of the cash received by the Issuer Company therefor, or, (y) if such Additional Shares of Common Stock or Common Stock Equivalents warrants, options or other rights or convertible securities are offered by the Issuer Company for subscription, the subscription price, or, or (z) if such Additional Shares of Common Stock or Common Stock Equivalents warrants, options or other rights or convertible securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting disregarding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, with the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors of in a manner reasonably acceptable to the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beHolder. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents convertible securities shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalentsconvertible securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalentsconvertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents warrants, options or other rights or convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stockin a fixed amount, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Capital Shares of Common Stock or any Common Stock Equivalents (convertible or exchangeable securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Capital Shares or any convertible or exchangeable securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, with the issuance issue thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beDirectors. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents convertible or exchangeable securities shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalentsconvertible or exchangeable securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalentsconvertible or exchangeable securities. In case of the issuance at any time of any Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Stockpreferred as to dividends in a fixed amount, the Issuer Company shall be deemed to have received for such Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerBoard. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerBoard, of such portion of the assets and business of the nonsurviving corporation as such the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time rime of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a Convertible Securities the consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and (but without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany (but without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of Additional Shares of Common Stock or Convertible Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and the consideration received for such issuance shall be equal to the fair market value, as determined in good faith by the Board of Directors of the Company, on the date of such transaction, of such stock or securities of the other corporation, and if any such calculation results in adjustment of the number of shares of Warrant Stock immediately prior to such merger, conversion or sale for purposes of this Subsection 8(f), such merger, conversion or sale shall be deemed to have been made after giving effect to such adjustment. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing any warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

Computation of Consideration. To the extent that any Additional Shares ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, then except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any options, warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any options, warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any options, warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such options, warrants or other rights plus the any additional consideration payable to the Issuer Company upon exercise of such options, warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing options, warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and (but without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany (but without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of Additional Shares of Common Stock or Convertible Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and the consideration received for such issuance shall be equal to the fair market value, as determined in good faith by the Board of Directors of the Company, on the date of such transaction, of such stock or securities of the other corporation, and if any such calculation results in adjustment of the number of shares of Common Stock comprising a Stock Unit immediately prior to such merger, conversion or sale for purposes of this Subsection 5.1(f), such merger, conversion or sale shall be deemed to have been made after giving effect to such adjustment. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing any warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than the Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Ordinary Shares of Common Stock or any Common Stock Ordinary Share Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Ordinary Shares of Common Stock or Common Stock Ordinary Share Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Ordinary Shares of Common Stock or Common Stock Ordinary Share Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger or consolidation in which the Issuer issues is the surviving corporation (other than any securitiesconsolidation or merger in which the previously outstanding Ordinary Shares of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the IssuerBoard, of such portion of the assets and business of the nonsurviving corporation as such the Board in good faith shall may determine to be attributable to such Additional Ordinary Shares of Common Stock, Common Stock or Ordinary Share Equivalents, or any warrants or other rights therefor, as the case may be. The consideration for any Additional Ordinary Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration con­sideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Ordinary Shares of Common Stock issuable pursuant to the terms of any Common Stock Ordinary Share Equivalents shall be the consideration received by the Issuer for issuing warrants war­rants or other rights to subscribe for or purchase such Common Stock Ordinary Share Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Ordinary Share Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Ordinary Share Equivalents. In case the event of any consolidation or merger of the issuance at any time Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding Ordinary Shares of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any Additional Shares sale of Common Stock all or Common Stock Equivalents in payment substantially all of the assets of the Issuer for stock or satisfaction other securities of any dividends upon any class of stock other than Common Stockcorporation, the Issuer shall be deemed to have received issued a number of shares of its Ordinary Shares for such Additional Shares stock or securities or other property of Common Stock or Common Stock Equivalents the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the amount fair market value on the date of such dividend so paid transaction of all such stock or satisfiedsecurities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Ordinary Shares are issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Computation of Consideration. To the extent that any ---------------------------- Additional ---------------------------- Shares of Common Other Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Other Stock or any Convertible Securities shall be issued solely for cash consideration, the consideration received by the Issuer Corporation therefor shall be deemed to be the amount of the cash received by the Issuer Corporation therefor, or, if such Additional Shares of Common Other Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Corporation for subscription, the subscription price, or, if such Additional Shares of Common Other Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends dividends, and without taking into account after deductions for any compensation, discounts underwriting discounts, placement fees or expenses funding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Issuer Corporation for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Corporation's Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beDirectors. The consideration for any Additional Shares of Common Other Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Issuer Corporation for issuing such warrants warrant, options or other rights rights, plus the additional consideration payable to the Issuer Corporation upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Other Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received or receivable by the Issuer Corporation for issuing warrants any warrants, options or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Corporation in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Corporation upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued or sold for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor; if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the consideration shall be deemed to be the subscription price; or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock issued or Common Stock Equivalents are sold to underwriters or dealers for public offering without a xiv subscription offering, the consideration shall be deemed to be the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account reflecting deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance or sale thereof). To the extent that such issuance or sale shall be for a consideration other than cash, then, cash and except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance or sale as determined in good faith by the Board of Directors of the IssuerCompany. In case If any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company as the surviving corporation issues any securities, the amount of consideration therefor shall be deemed to be the fair valuevalue of the portion of the assets and business of the nonsurviving corporation attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beCompany. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing or selling such warrants or other rights rights, plus the additional consideration payable to the Issuer Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing or selling any warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In the case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock of the Company other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares additional shares of Common Stock or any Common Stock Equivalents equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares additional shares of Common Stock or Common Stock Equivalents equivalents are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares additional shares of Common Stock or Common Stock Equivalents equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger or consolidation in which the Issuer issues Company is the surviving corporation (other than any securitiesconsolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of and acceptable to the IssuerHolder, of such portion of the assets and business of the nonsurviving corporation as such the Board in good faith shall may determine to be attributable to such Additional Shares shares of Common Stock, Stock or Common Stock Equivalents, or any warrants or other rights thereforequivalents, as the case may be. The consideration for any Additional Shares additional shares of Common Stock issuable pursuant to any warrants Warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants Warrants or other rights plus the additional consideration con-sideration payable to the Issuer Company upon exercise of such warrants Warrants or other rights. The consideration for any Additional Shares additional shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents equivalents shall be the consideration received by the Issuer Company for issuing warrants War-rants or other rights to subscribe for or purchase such Common Stock Equivalentsequivalents, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalentsequivalents, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalentsequivalents. In case the event of any consolidation or merger of the issuance at any time of any Additional Shares Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or Common Stock Equivalents exchanged for the stock or other securities of another corporation, or in payment or satisfaction the event of any dividends upon sale of all or substantially all of the assets of the Company for stock or other securities of any class of stock other than Common Stockcorporation, the Issuer Company shall be deemed to have received for such Additional Shares issued a number of shares of its Common Stock for stock or Common Stock Equivalents securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the amount fair market value on the date of such dividend so paid transaction of all such stock or satisfiedsecurities or other property of the other corporation. In the event any consideration received by the Company for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(d)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, then except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such options, warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such options, warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or of satisfied.

Computation of Consideration. To The consideration received by the Corporation will be deemed to be the following: to the extent that any Additional ---------------------------- Shares of Common Stock Stock, Options or any Common Stock Equivalents (or any warrants or other rights therefor) shall Convertible Securities will be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, Corporation therefore; or, if such Additional Shares of Common Stock Stock, Options or Common Stock Equivalents Convertible Securities are offered by the Issuer Corporation for subscription, the subscription price, or, ; or if such Additional Shares of Common Stock Stock, Options or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer Corporation for and or in connection with the underwriting of, thereof or otherwise in connection with, with the issuance issue thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants Options or other rights to subscribe for or purchase the same shall Convertible Securities will be the consideration received by the Issuer Corporation for issuing such warrants Options or other rights Convertible Securities, plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer Corporation upon the exercise of the right of exercise, conversion or exchange in of such Common Stock EquivalentsOptions or Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock Stock, Options or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Stock, the Issuer shall Corporation will be deemed to have received for such Additional Shares of Common Stock Stock, Options or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid will be other than cash (such as an acquisition in which the consideration involves in whole or in part the issuance of Common Stock), the Board of Directors of the Corporation will determine in good faith the fair market value of such consideration and promptly notify the Holder of its determination of the fair market value of such consideration.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or buy any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by that the Issuer Company receives therefor shall be the amount of the cash received by that the Issuer Company receives therefor, or, if the Company offers such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer Convertible Securities for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid that the Company pays or incurred by the Issuer incurs for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance (as determined in good faith by the Company's Board of Directors and, if the Registered Holder objects to such determination, supported by an opinion from an investment banking firm of recognized national standing reasonably acceptable to the IssuerRegistered Holder, the fees of such investment banking firm being borne by the Company). In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Company's Board of Directors of the IssuerDirectors, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase buy the same shall be the consideration received by that the Issuer Company receives for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon Company on exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents warrants or other rights to subscribe for or buy Convertible Securities shall be the consideration received by consideration, if any, that the Issuer Company receives for issuing warrants or other rights to subscribe for or purchase buy such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer upon Company on the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon on any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares ---------------------------- of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) Convertible Securities shall be issued for cash consideration, the cash consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting (A) any amounts paid or receivable for accrued interest or accrued dividends and without taking into account (B) any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such the Board in good faith shall determine to be attributable to such Additional Shares of Common StockStock Convertible Securities, Common Stock Equivalents, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To The consideration received by the ---------------------------- Issuer shall be deemed to be the following: to the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, offering the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer for and or in connection with the underwriting of, thereof or otherwise in connection with, with the issuance issue thereof). To ; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be provided the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beBoard. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, consideration payable to the Issuer upon the exercise of the right of exercise, conversion or exchange in of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends dividend upon any class of stock Capital Stock of the Issuer other than Common Stock, the Issuer shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case, in which the consideration to be received or paid shall be other than cash, the Board shall notify the Holder of this Warrant of its good faith determination of the fair market value of such consideration prior to payment or accepting receipt thereof. If, within thirty days after receipt of said notice, the Majority Holders shall notify the Board in writing of their objection to such determination, a determination of the fair market value of such consideration shall be made by an Independent Appraiser selected by the Majority Holders with the approval of the Board (which approval shall not be unreasonably withheld), whose fees and expenses shall be paid by the Issuer.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Corporation therefor shall be the amount of the cash received by the Issuer Corporation therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Corporation for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Corporation for and in the underwriting of, or otherwise in connection with, the issuance thereof, to the extent such amounts shall exceed in any such case five percent (5%) of the amount of cash received, subscription price or public offering price). To the extent that such issuance shall be for a consideration other than cash, then, then except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCorporation. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Corporation issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCorporation, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Corporation for issuing such warrants or other rights plus the additional consideration payable to the Issuer Corporation upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Corporation for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Corporation in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Corporation upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Corporation shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock EquivalentsConvertible Securities, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To The consideration received by the Company shall be deemed to be the following: to the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for a cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting without deduction for any customary amounts paid or receivable for accrued interest or accrued dividends and without taking into account any of compensation, discounts discounts, commissions or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance issue thereof). To ; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value Fair Market Value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Issuerissuance. In case The consideration for any Additional Shares of Common Stock Common, Convertible Securities or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, Company is the amount of consideration therefor surviving corporation shall be deemed to be that portion of the fair value, Fair Market Value of the non-surviving corporation as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board Company in good faith shall determine to be attributable to such Additional Shares of Common StockCommon, Convertible Securities or Common Stock Equivalents, or any warrants or other rights therefor, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the additional consideration paid or payable to the Issuer in respect of Company upon the subscription for exercise, conversion or purchase exchange of such Common Stock Equivalents, plus the additional consideration, if any, additional-consideration payable to the Issuer Company upon the exercise of the right of exercise, conversion or exchange in of such Common Stock Equivalents, plus in the case of Common Stock Equivalents to acquire Convertible Securities, any additional consideration payable to the Company upon the issuance or sale of such Convertible Securities and upon conversion or exchange thereof. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends dividend upon any class of capital stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other than cash, the Board of Directors of the Company shall notify the Holder of its determination of the Fair Market Value of such consideration prior to payment or accepting receipt thereof or as promptly as practicable thereafter.

Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any options, warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, with the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, then except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the IssuerCompany. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any options, warrants or other rights therefor) to subscribe for or purchase such Additional Shares of Common Stock shall be issued in connection with any merger in which the Issuer Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the IssuerCompany, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalentsoptions, or any warrants or other rights thereforrights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such options, warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such options, warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Issuer Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional ---------------------------- Capital Shares of Common Stock or any Common Stock Equivalents (convertible or exchangeable securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Capital Shares or any convertible or exchangeable securities shall be issued for a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to be the amount of the cash received by the Issuer Company therefor, or, if such Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, with the issuance issue thereof). To the extent extend that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors of the Issuer. In case any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may beDirectors. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights rights, plus the additional addition consideration payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents convertible or exchangeable securities shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalentsconvertible or exchangeable securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock Equivalentsconvertible or exchangeable securities. In case of the issuance at any time of any Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Stockpreferred as to dividends in a fixed amount, the Issuer Company shall be deemed to have received for such Additional Capital Shares of Common Stock or Common Stock Equivalents convertible or exchangeable securities a consideration equal to the amount of such dividend so paid or satisfied.