Common use of Consideration for Stock Clause in Contracts

Consideration for Stock. In case at any time Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company therefor. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with consideration.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Investor). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Investors as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Investors are unable to agree upon the fair market value of the Additional Rights, the Company and the Investors shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Investor.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities Options shall be issued in connection with any merger or consolidation the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the Company is the surviving corporationparties thereto, the amount of consideration received therefor such Options shall be deemed to be the fair value, have been issued for such consideration as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such . If Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with therewith, other Options or Convertible Securities (the issuance and sale of other securities “Additional Rights”) are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Company, together consisting of one integral transaction in which no consideration is allocated Additional Rights (as determined using the Black-Scholes option pricing model or another method mutually agreed to such rights or options by the partiesCompany and the Holder). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holder are unable to agree upon the fair market value of the Additional Rights, the Company and the Holder shall jointly select an appraiser who is experienced in such rights or options matters. The decision of such appraiser shall be deemed to have been issued with considerationfinal and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder.

Consideration for Stock. In case at any time Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company therefor. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with without consideration.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, before any deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using a method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "Additional Rights") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Warrantholder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Warrantholder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Warrantholder are unable to agree upon the fair market value of the Additional Rights, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Warrantholder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holder are unable to agree upon the fair market value of the Additional Rights, the Company and the Holder shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities Options shall be issued in connection with any merger or consolidation the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the Company is the surviving corporationparties thereto, the amount of consideration received therefor such Options shall be deemed to be the fair value, have been issued for such consideration as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such . If Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with therewith, other Options or Convertible Securities (the issuance and sale of other securities “Additional Rights”) are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Company, together consisting of one integral transaction in which no consideration is allocated Additional Rights (as determined using the Black Scholes Option Pricing Model or another method mutually agreed to such rights or options by the partiesCompany and the Holder). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holder are unable to agree upon the fair market value of the Additional Rights, the Company and the Holder shall jointly select an appraiser who is experienced in such rights or options matters. The decision of such appraiser shall be deemed to have been issued with considerationfinal and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using a method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at If any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. If any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received of cash paid therefor before deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company thereforfor any underwriting or otherwise in connection with the issuance and sale thereof. In case at any time any shares of Common Stock, Convertible Securities or any rights rights, options or options warrants to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any shares of Common Stock, Convertible Securities or any rights rights, options or options warrants to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may reasonably and in good faith determine to be attributable to such shares of Common Stock, . Convertible Securities, rights rights, options or options warrants, as the case may be. In case at any time any rights rights, options or options warrants to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no consideration is allocated to such rights rights, options or options warrants by the partiesparties thereto, such rights rights, options or options warrants shall be deemed to have been issued with without consideration.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received issuance or sales price therefor, without deducting therefrom any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company thereforin connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of without deducting any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may beCompany in connection therewith. In case at any time Common Stock or Convertible Securities or any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance any merger of another corporation with and sale of other securities of into the Company, together consisting the amount of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options therefor shall be deemed to have been issued with considerationbe the fair value as determined reasonably and in good faith by the Board of Directors of the Company of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such Common Stock, Convertible Securities, rights or options, as the case may be.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably and in good faith using the Black-Scholes option pricing model or another method as may be determined by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with consideration).

Consideration for Stock. In case at any time ----------------------- shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "ADDITIONAL RIGHTS") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, provided that all deductions therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith shall not exceed 10% of the aggregate consideration received. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith as long as such expenses, commissions or concessions do not exceed 10% in the aggregate. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Required Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Required Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holders.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options or warrants to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options or warrants to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and determined, in good faith and in the exercise of reasonable business judgment, by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options or warrants to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and determined, in good faith and in the exercise of reasonable business judgment, by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options or warrants, as the case may be. In case at the event of any time any rights consolidation or options to purchase any merger of the Company, in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock or Convertible Securities of the Company shall be issued in connection with changed into or exchanged for the issuance and sale of stock or other securities of another corporation or in the Companyevent of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options Company shall be deemed to have been issued with considerationa number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicted and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation, and if any such calculation results in adjustment of the Exercise Price, the determination of the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of Section 7(e), shall be made after giving effect to such adjustment of the Exercise Price.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, before any deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, before the deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "Additional Rights") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using a method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, before deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith and in the reasonable exercise of business judgment by the Board of Directors of the Company, before deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith and in the reasonable exercise of business judgment by the Board of Directors of the Company, Company of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board shall determine in good faith and in the reasonable exercise of Directors may determine business judgment, to be attributable to such Common Stock, Convertible Securities, rights or options options, as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options by the partiesparties thereto, such rights or options shall be deemed to have been issued with without consideration.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received of cash paid therefor before deducting therefrom any discounts, commissions or other expenses allowed, paid or incurred by the Company thereforfor any underwriting or otherwise in connection with the issuance and sale thereof. In case at any time any shares of Common Stock, Convertible Securities or any rights rights, options or options warrants to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any shares of Common Stock, Convertible Securities or any rights rights, options or options warrants to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may reasonably and in good faith determine to be attributable to such shares of Common Stock, . Convertible Securities, rights rights, options or options warrants, as the case may be. In case at any time any rights rights, options or options warrants to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with consideration.Common

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the CompanyCorporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. The amount of consideration deemed to be received by the Corporation pursuant to the foregoing provisions of this paragraph (e) upon any issuance and/or sale, pursuant to an established compensation plan of the Corporation, to directors, officers or employees of the Corporation in connection with their employment of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Corporation as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Corporation shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case at any time Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In case any shares of Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Corporation of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may shall determine to be attributable to such Common Stock, Options or Convertible Securities, rights or options as the case may be. In case at the event of any time consolidation or merger of the Corporation in which the Corporation is not the surviving corporation or in the event of any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of all or substantially all of the assets of the Corporation for stock or other securities of any corporation, the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options Corporation shall be deemed to have been issued with considerationa number of shares of its Common Stock for stock or securities 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 fair market value 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 Warrant Exercise Price, the determination of the number of shares of Common Stock receivable under this Warrant immediately prior to such merger, consolidation or sale, for purposes of paragraph (j), shall be made after giving effect to such adjustment of the Warrant Exercise Price.

Consideration for Stock. In case at any time Common Stock Shares or Convertible Securities or any rights or options to purchase any such Common Stock Shares or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any Common StockShares, Convertible Securities or any rights or options to purchase any such Common Stock Shares or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any Common StockShares, Convertible Securities or any rights or options to purchase any Common Stock Shares or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common StockShares, Convertible Securities, rights or options options, as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no consideration is allocated to such rights or options by the partiesparties thereto, such rights or options shall be deemed to have been issued with without consideration. In the event of any consolidation or merger of the Company in which stock or securities of another corporation or other entity are issued in exchange for Common Stock of the Company 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 or other entity, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation or other entity computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of such stock or securities of the other corporation or other entity, and if any such calculation results in the adjustment of the Exercise Price, the determination of the number of shares of Common Stock receivable upon exercise of this Warrant Certificate immediately prior to such merger, consolidation or sale, for purposes of Section 2(c), shall be made after giving effect to such adjustment of the Exercise Price.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "Additional Rights") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company using standard commercial valuation methods appropriate for valuing such assets; provided, however, that if the Required Holders (as defined in the Securities Purchase Agreement) do not agree to such fair value calculation within three business days after receipt thereof from the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities then such fair value shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by an investment banker or other appropriate expert of national reputation selected by the Board Company and reasonably acceptable to the Required Holders, with the costs of Directors such appraisal to be borne 50% equally by the Company and 50% by the Holders (ratably on the basis of the Company, respective number of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may beWarrant Shares outstanding). In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities Options shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options Options by the partiesparties thereto, such rights or options Options shall be deemed to have been issued with for nominal consideration. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Additional Rights”) are issued without any specific consideration allocated to such Additional Rights, then the consideration received or deemed to be received by the Company for such Additional Rights shall be deemed to be nominal.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Warrantholder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Warrantholder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Warrantholder are unable to agree upon the fair market value of the Additional Rights, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Warrantholder.

Consideration for Stock. In Anything herein to the contrary notwithstanding, in case at any time any shares of Common Stock or Convertible Securities or any rights rights, options or options warrants to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, in whole or in part, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporationcompany, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Company of such portion of the assets and business of the nonsurviving corporation as such the Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options options, as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no consideration is allocated to such rights or options by the partiesparties thereto, such rights or options shall be deemed to have been issued with considerationfor an amount of consideration equal to the fair value thereof as determined reasonably and in good faith by the Board of Directors of the Company.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to any inquiry by the holder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the holder are unable to agree upon the fair market value of the Additional Rights, the Company and the holder shall jointly select an appraiser who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of such appraiser shall be borne by the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with consideration.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefortherefor plus any additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company, after deducting any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Company of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may shall determine to be attributable to such Common Stock, Options or Convertible Securities, rights or options Securities as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities Options shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options Options by the partiesparties thereto, such rights or options Options shall be deemed to have been issued without consideration. 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 shares of its Common Stock for stock or securities 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 fair market value 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 Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with considerationthe Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, after deduction of such portion of any expenses incurred or any underwriting commissions or concessions paid or allowed by the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may beCompany in connection therewith. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities Options shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options Options by the partiesparties thereto, such rights or options Options shall be deemed to have been issued with considerationfor such consideration as determined in good faith by the Board of Directors of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the "Additional Rights") are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Additional Rights (as determined using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Warrantholder). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Warrantholder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value of the Additional Rights, the Company and the Warrantholder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Warrantholder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company using standard commercial valuation methods appropriate for valuing such assets; provided, however, that if the Required Holders do not agree to such fair value calculation within three (3) business days after receipt thereof from the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities then such fair value shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by an investment banker or other appropriate expert of national reputation selected by the Board Company and reasonably acceptable to the Required Holders, with the costs of Directors such appraisal to be borne 50% equally by the Company and 50% by the Holders (ratably on the basis of the Company, respective number of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may beWarrant Shares outstanding). In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities Options shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options Options by the partiesparties thereto, such rights or options Options shall be deemed to have been issued with for nominal consideration. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Additional Rights”) are issued without any specific consideration allocated to such Additional Rights, then the consideration received or deemed to be received by the Company for such Additional Rights shall be deemed to be nominal.

Consideration for Stock. In case at any time Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company therefor. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with consideration.Convertible

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, before any deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "Additional Rights") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using a method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at If any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, before deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. If any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of ----------------------- Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "ADDITIONAL RIGHTS") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "Additional Rights") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably and using the Black-Scholes option pricing model or another method selected in good faith by the Company's Board of Directors). The Board of Directors of the CompanyCompany shall respond promptly, of such portion in writing, to an inquiry by the Warrantholder as to the fair market value of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with considerationAdditional Rights.

Consideration for Stock. In case If the Corporation, at any time or from time to time after the Filing Date, shall issue or sell, or is deemed to have issued or sold, any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received or to be received by the Company thereforCorporation therefor (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section A.7(a)(i) or Section A.7(a)(ii), as appropriate) as determined in good faith by the Board of Directors of the Corporation and the holders of not less than a Majority Interest. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold sold, or deemed issued or sold, for a consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such considerationconsideration received or to be received by the Corporation (determined with respect to deemed issuances and sales in connection with Options and Convertible Securities in accordance with clause (A) of Section A.7(a)(i) or Section A.7(a)(ii), as appropriate) as determined reasonably and in good faith by the Board of Directors of the CompanyCorporation and the holders of not less than a Majority Interest. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities Options shall be issued in connection with the issuance and sale of other securities of the CompanyCorporation, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options Options by the partiesparties thereto, such rights or options Options shall be deemed to have been issued with for such consideration as determined in good faith by the Board of Directors of the Corporation and the holders of not less than a Majority Interest. Anything herein to the contrary notwithstanding, if in any case described in this Section A.7(a)(vi) the Corporation and the holders of a Majority Interest are unable to reach agreement as to the value of such consideration, then the value thereof will be determined by an independent appraisal by a mutually agreed to investment banker, the fees of which shall be paid by the Corporation.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "ADDITIONAL RIGHTS") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or ----------------------- Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Company of such portion of the assets and business of the nonsurviving non- surviving corporation as such Board of Directors may shall determine to be attributable to such Common Stock, Convertible Securities, rights or options options, as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options by the partiesparties thereto, such rights or options shall be deemed to have been issued with without consideration. 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 corporations, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 fair market value 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 Adjustment Price, the determination of the number of shares of Common Stock receivable upon exercise of this warrant immediately prior to such merger, consolidation or sale, for purposes of Section 6.9, shall be made after giving effect to such adjustment of the Adjustment Price.

Consideration for Stock. In case at any time shares of ----------------------- Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "ADDITIONAL RIGHTS") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Lender). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Lenders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Lenders are unable to agree upon the fair market value of the Additional Rights, the Company and the Lenders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Lender.

Consideration for Stock. In case at If any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. If any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably and in good faith using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the CompanyCompany shall respond promptly, of such portion in writing, to an inquiry by the Holders as to the fair market value of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with considerationAdditional Rights.

Consideration for Stock. In Anything herein to the contrary notwithstanding, in case at any time any shares of Common Stock or Convertible Securities or any rights rights, options or options warrants to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights rights, options or options warrants to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, in whole or in part, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the CompanyCorporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights rights, options or options warrants to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Corporation of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights rights, options or options warrants, as the case may be. In case at any time any rights rights, options or options warrants to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the CompanyCorporation, together consisting of comprising one integral transaction in which no consideration is allocated to such rights rights, options or options warrants by the partiesparties thereto, such rights rights, options or options warrants shall be deemed to have been issued with considerationfor an amount of consideration equal to the fair value thereof as determined reasonably and in good faith by the Board of Directors of the Corporation.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "Additional Rights") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Investor). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Investors as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Investors are unable to agree upon the fair market value of the Additional Rights, the Company and the Investors shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Investor.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, before any deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board board of Directors directors of the CompanyCompany (the “Board”), after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities Options shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options Options by the partiesparties thereto, such rights or options Options shall be deemed to have been issued with considerationfor such consideration as determined in good faith by the Board. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Additional Rights”) are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Additional Rights (as determined using a method mutually agreed to by the Company and the Holder). The Board shall respond promptly, in writing, to an inquiry by the Holder as to the fair market value of the Additional Rights. In the event that the Board and the Holder are unable to agree upon the fair market value of the Additional Rights, the Company and the Holder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities Options shall be issued in connection with any merger or consolidation the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the Company is the surviving corporationparties thereto, the amount of consideration received therefor such Options shall be deemed to be the fair value, have been issued for such consideration as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such . If Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with therewith, other Options or Convertible Securities (the issuance and sale of other securities “Additional Rights”) are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Company, together consisting of one integral transaction in which no consideration is allocated Additional Rights (as determined using the Black Scholes Option Pricing Model or another method mutually agreed to such rights or options by the partiesCompany and the Holder). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the registered holder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the registered holder are unable to agree upon the fair market value of the Additional Rights, the Company and the registered holder shall jointly select an appraiser who is experienced in such rights or options matters. The decision of such appraiser shall be deemed to have been issued with considerationfinal and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the registered holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "ADDITIONAL RIGHTS") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion appraiser shall be final and conclusive, and the cost of such appraiser shall be borne by the assets and business of Company provided that in the nonsurviving corporation as such event that the valuation determined by Board of Directors may determine to be attributable to is within ten percent (10%) the valuation determined by the appraiser, such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities costs shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company Corporation therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the CompanyCorporation, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Corporation of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may shall determine to be attributable to such Common Stock, Convertible Securities, rights or options options, as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the CompanyCorporation, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options by the partiesparties thereto, such rights or options shall be deemed to have been issued with without consideration. In the event of any consolidation or merger of the Corporation in which the Corporation is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Corporation for stock or other securities of any corporations, the Corporation shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 fair market value 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 Adjustment Price, the determination of the number of shares of Common Stock receivable upon exercise of this Warrant immediately prior to such merger, consolidation or sale, for purposes of paragraph 2E, shall be made after giving effect to such adjustment of the Adjustment Price.

Consideration for Stock. In case at If any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board board of Directors directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If the Company shall declare or pay a dividend or make any time other distribution upon any stock of the Company payable in Common Stock, Convertible Securities or options, warrants or rights to purchase Common Stock or Convertible Securities, the securities issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration. If any shares of Common Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board board of Directors directors of the Company, of Company or such portion of the assets and business of the nonsurviving non- surviving corporation as such Board of Directors board may reasonably and in good faith determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options options, as the case may be. In case at the event of any time any rights consolidation or options to purchase any merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock or Convertible Securities of the Company shall be issued in connection with changed into or exchanged for the issuance and sale of stock or other securities of another entity or in the Companyevent of any sale of all or substantially all of the assets of the Company for stock or other securities of any entity, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options Company shall be deemed to have been issued a number of shares of its Common Stock for stock or securities or other property of such entity computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of such entity, and if any such calculation results in adjustment of the Exercise Price in accordance with considerationSection 8(b), the determination of the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of Section 8(e), shall be made after giving effect to such adjustment of the Exercise Price.

Consideration for Stock. In case at If any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board board of Directors directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If the Company shall declare or pay a dividend or make any time other distribution upon any stock of the Company payable in Common Stock, Convertible Securities or options, warrants or rights to purchase Common Stock or Convertible Securities, the securities issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration. If any shares of Common Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board board of Directors directors of the Company, of Company or such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors board may reasonably and in good faith determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options options, as the case may be. In case at the event of any time any rights consolidation or options to purchase any merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock or Convertible Securities of the Company shall be issued in connection with changed into or exchanged for the issuance and sale of stock or other securities of another entity or in the Companyevent of any sale of all or substantially all of the assets of the Company for stock or other securities of any entity, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options Company shall be deemed to have been issued a number of shares of its Common Stock for stock or securities or other property of such entity computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of such entity, and if any such calculation results in adjustment of the Exercise Price in accordance with considerationSection 7(b), the determination of the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of Section 7(e), shall be made after giving effect to such adjustment of the Exercise Price.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors directors of the Company, after deduction of such portion of any expenses incurred or any underwriting commissions or concessions paid or allowed by the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may beCompany in connection therewith. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities Options shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options Options by the partiesparties thereto, such rights or options Options shall be deemed to have been issued with considerationfor such consideration as determined in good faith by the board of directors of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Additional Rights”) are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Additional Rights (as determined using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Investor). The board of directors of the Company shall respond promptly, in writing, to an inquiry by any Investor as to the fair market value of the Additional Rights. In the event that the board of directors of the Company and the holders of at least 60% of the aggregate principal amount under the Notes are unable to agree upon the fair market value of the Additional Rights, the Company and the Investors shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Investor.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the CompanyCorporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. The amount of consideration deemed to be received by the Corporation pursuant to the foregoing provisions of this paragraph (e) upon any issuance and/or sale, pursuant to an established compensation plan of the Corporation, to directors, officers or employees of the Corporation in connection with their employment of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Corporation as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Corporation shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case at any time Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In case any shares of Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Corporation of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may shall determine to be attributable to such Common Stock, Options or Convertible Securities, rights or options as the case may be. In case at the event of any time consolidation or merger of the Corporation in which the Corporation is not the surviving corporation or in the event of any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of all or substantially all of the assets of the Corporation for stock or other securities of any corporation, the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options Corporation shall be deemed to have been issued with consideration.a number of shares of its Common Stock for stock or securities 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 fair market value 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 Warrant Exercise Price, the determination of the number of shares of Common Stock receivable under this Warrant immediately prior to such

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board board of Directors directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board board of Directors directors of the Company, of Company or such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors board may reasonably and in good faith determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options options, as the case may be. In case at the event of any time any rights consolidation or options to purchase any merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock or Convertible Securities of the Company shall be issued in connection with changed into or exchanged for the issuance and sale of stock or other securities of another entity or in the Companyevent of any sale of all or substantially all of the assets of the Company for stock or other securities of any entity, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options Company shall be deemed to have been issued a number of shares of its Common Stock for stock or securities or other property of such entity computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of such entity, and if any such calculation results in adjustment of the Exercise Price in accordance with considerationSECTION 6(b), the determination of the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of SECTION 6(f), shall be made after giving effect to such adjustment of the Exercise Price.

Consideration for Stock. In case at If any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board board of Directors directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If the Company shall declare or pay a dividend or make any time other distribution upon any stock of the Company payable in Common Stock, Convertible Securities or options, warrants or rights to purchase Common Stock or Convertible Securities, the securities issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration. If any shares of Common Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board board of Directors directors of the Company, of Company or such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors board may reasonably and in good faith determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options options, as the case may be. In case at the event of any time any rights consolidation or options to purchase any merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock or Convertible Securities of the Company shall be issued in connection with changed into or exchanged for the issuance and sale of stock or other securities of another entity or in the Companyevent of any sale of all or substantially all of the assets of the Company for stock or other securities of any entity, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options Company shall be deemed to have been issued a number of shares of its Common Stock for stock or securities or other property of such entity computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of such entity, and if any such calculation results in adjustment of the Exercise Price in accordance with consideration.Section 8(b),

Consideration for Stock. In case at any time shares of Common Stock or ----------------------- Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair market value of such considerationconsideration as determined, as determined reasonably and in good faith and in the exercise of reasonable business judgment, by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration received therefor shall be deemed to be the fair valuemarket value as determined, as determined reasonably and in good faith and in the exercise of reasonable business judgment, by the Board of Directors of the Company, Company of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options options, as the case may be. In case at the event of any time any rights consolidation or options to purchase any merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock or Convertible Securities of the Company shall be issued in connection with changed into or exchanged for the issuance and sale of stock or other securities of another corporation or in the Companyevent of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options Company shall be deemed to have been issued with considerationa number of shares of its Common Stock for stock or 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 fair market value on the date of such transaction of all such stock or securities or other property of the other corporation, and if any such calculation results in adjustment of the number of shares of Common Stock comprising a Stock Unit, the determination of the adjusted Exercise Price, for purposes of Section 4.3 shall be made after giving effect to such adjustment.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any warrants, rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received issuance or sales price therefor, without deducting therefrom any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company thereforin connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any warrants, rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of without deducting any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may beCompany in connection therewith. In case at any time Common Stock or Convertible Securities or any warrants, rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance any merger of another corporation with and sale of other securities of into the Company, together consisting the amount of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options therefor shall be deemed to have been issued with considerationbe the fair value as determined reasonably and in good faith by the Board of Directors of the Company of such portion of the assets of such merged corporation as the Board shall determine to be attributable to such Common Stock, Convertible Securities, warrants, rights or options, as the case may be.

Consideration for Stock. In case at any time shares of Common Stock or ------------------------ Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Company of such portion of the assets and business of the nonsurviving non- surviving corporation as such Board of Directors may shall determine to be attributable to such Common Stock, Convertible Securities, rights or options options, as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options by the partiesparties thereto, such rights or options shall be deemed to have been issued with without consideration. 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 shares of its Common Stock for stock or securities 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 fair market value 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 Adjustment Price, the determination of the number of shares of Common Stock receivable upon exercise of this Warrant immediately prior to such merger, consolidation or sale, for purposes of Section 6.9, shall be made after giving effect to such adjustment of the Adjustment Price.

Consideration for Stock. In case at any time Cheniere Common Stock or Convertible Securities or any rights or options to purchase any such Cheniere Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company Cheniere therefor. In case at any time any Cheniere Common Stock, Convertible Securities or any rights or options to purchase any such Cheniere Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company Cheniere shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the CompanyCheniere. In case at any time tine any Cheniere Common Stock, Convertible Securities or any rights or options to purchase any Cheniere Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company Cheniere is the surviving corporation, the amount of consideration received therefor shall shall, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the CompanyCheniere, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Cheniere Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Cheniere Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the CompanyCheniere, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options option shall be deemed to have been issued with consideration.

Consideration for Stock. In case at If any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. If any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, 20 other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Investors). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Investors as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Investors are unable to agree upon the fair market value of the Additional Rights, the Company and the Investors shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Investors.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any reasonable underwriting commissions or concessions paid or allowed by the Company (or deducted from amounts received by the Company) in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company, without deduction of any expenses incurred or any reasonable underwriting commissions or concessions paid or allowed by the Company (or deducted from amounts received by the Company) in connection therewith. The amount of consideration deemed to be received by the Company pursuant to issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company or any subsidiary of the Company in connection with their employment of shares of Common stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the federal and/or state income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Company of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may determine determined to be attributable to such shares of Common Stock, Options or Convertible Securities, rights or options 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 which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another 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 shares of its Common Stock computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities of the other corporation, and if such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of paragraph 3.13 below, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with (or issuable) pursuant to any Options for the issuance and sale of other securities purchase of the Companysame, together consisting of one integral transaction in which no the consideration is allocated deemed to such rights be received (or options by the parties, such rights or options receivable) therefor shall be deemed to have been be the total amount, if any, received (or total minimum amount receivable) by the Company as consideration for the granting of such Options, plus the aggregate amount of additional consideration paid (or minimum amount payable) to the Company upon the exercise of such Options. In case any shares of Common Stock shall be issued with (or issuable) upon the conversion or exchange of any Convertible Securities, the consideration deemed to be received (or receivable) therefor shall be deemed to be the total amount received (or total minimum amount receivable) by the Company as consideration for the granting of any Options to subscribe to or purchase such Convertible Securities, plus the total amount of additional consideration paid (or minimum amount payable) to the Company as consideration for the issue or sale of such Convertible Securities, plus the total amount of additional consideration, if any, paid (or minimum amount payable) to the Company upon the conversion or exchange thereof.

Consideration for Stock. In case at any time any shares ----------------------- of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock of any class or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock of any class or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Company of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options options, as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no consideration is allocated to such rights or options by the partiesparties thereto, such rights or options shall be deemed to have been issued with considerationfor an amount of consideration equal to the fair value thereof as determined reasonably and in good faith by the Board of Directors of the Company.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "ADDITIONAL RIGHTS") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Investor). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Investors as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Investors are unable to agree upon the fair market value of the Additional Rights, the Company and the Investors shall jointly select an appraiser, who is experienced in such matters. The decision of such portion appraiser shall be final and conclusive, and the cost of such appraiser shall be borne by the assets and business of Company provided that in the nonsurviving corporation as such event that the valuation determined by Board of Directors may determine to be attributable to is within ten percent (10%) of the valuation determined by the appraiser, such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities costs shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Investor.

Consideration for Stock. In case at any time Common Stock or Convertible Securities or any rights or options or warrants to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company thereforthereof. In case at any time any Common Stock, Convertible Securities or any rights or options or warrants to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Stock or Convertible Securities or any rights or options or warrants to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger merger, consolidation or consolidation share exchange in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options or warrants, as the case may be. In case at any time any rights or options or warrants to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the Companycompany, together consisting of comprising one integral transaction in which no consideration is allocated to such rights or options or warrants by the partiesparties thereto, such rights or options or warrants shall be deemed to have been issued with without consideration.

Consideration for Stock. In case at any time any shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by CJI therefor in the Company thereforform of such cash, without deduction therefrom of any expenses paid or incurred or any underwriting commissions, concessions or discounts paid or allowed by CJI in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company CJI shall be deemed to be the fair value of such consideration, consideration at the time of such issue or sale as determined reasonably and in good faith by the Board of Directors of the CompanyCJI, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by CJI in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company CJI is the surviving corporationcorporation (other than a transaction to which Section 1.7 hereof shall be applicable), the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the CompanyCJI, of such portion of the assets and business of the nonsurviving corporation non-surviving entity as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options options, as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the CompanyCJI, together consisting of comprising one integral transaction in which no consideration is allocated to such rights or options by the partiesparties thereto, such rights or options shall be deemed to have been issued with considerationfor an amount of consideration equal to the fair value thereof as determined reasonably and in good faith by the Board of Directors of CJI.

Consideration for Stock. In case at any time Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Conversion Shares, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any Common StockConversion Shares, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any Common StockIf Conversion Shares, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is "Additional Rights") are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and in good faith by the Holder). In the event that the Board of Directors of the CompanyCompany and the Holder are unable to agree upon the fair market value of the Additional Rights, the Company and the Holder shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Investors). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Investors as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Investors are unable to agree upon the fair market value of the Additional Rights, the Company and the Investors shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Investors.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at If any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. If any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Holder). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Holder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Holder are unable to agree upon the fair market value of the Additional Rights, the Company and the Holder shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Holder.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. In case at any time any If Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger therewith, other Options or consolidation in which Convertible Securities (the Company is “Additional Rights”) are issued, then the surviving corporation, the amount of consideration received therefor shall be or deemed to be received by the Company shall be reduced by the fair value, market value of the Additional Rights (as determined reasonably using the Black-Scholes option pricing model or another method mutually agreed to by the Company and the Investor). The Board of Directors of the Company shall respond promptly, in good faith writing, to an inquiry by the Investor as to the fair market value of the Additional Rights. In the event that the Board of Directors of the CompanyCompany and the Investor are unable to agree upon the fair market value of the Additional Rights, the Company and the Investor shall jointly select an appraiser, who is experienced in such matters. The decision of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities appraiser shall be issued in connection with final and conclusive, and the issuance and sale cost of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options appraiser shall be borne evenly by the parties, such rights or options shall be deemed to have been issued with considerationCompany and the Investor.

Consideration for Stock. In case at If any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board board of Directors directors of the Company, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at If the Company shall declare or pay a dividend or make any time other distribution upon any stock of the Company payable in Common Stock, Convertible Securities or options, warrants or rights to purchase Common Stock or Convertible Securities, the securities issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration. If any shares of Common Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board board of Directors directors of the Company, of Company or such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors board may reasonably and in good faith determine to be attributable to such shares of Common Stock, Convertible Securities, rights or options options, as the case may be. In case at the event of any time any rights consolidation or options to purchase any merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock or Convertible Securities of the Company shall be issued in connection with changed into or exchanged for the issuance and sale of stock or other securities of another entity or in the Companyevent of any sale of all or substantially all of the assets of the Company for stock or other securities of any entity, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options Company shall be deemed to have been issued a number of shares of its Common Stock for stock or securities or other property of such entity computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of such entity, and if any such calculation results in adjustment of the Exercise Price in accordance with considerationSection 8(b), the determination of the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of Section 8(e), shall be made after giving effect to such adjustment of the Exercise Price.

Consideration for Stock. In case at any time shares of Common Stock or ----------------------- Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company, after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, value as determined reasonably and in good faith by the Board of Directors of the Company, Company of such portion of the assets and business of the nonsurviving non- surviving corporation as such Board of Directors may shall determine to be attributable to such Common Stock, Convertible Securities, rights or options options, as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance issue and sale of other securities of the Company, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options by the partiesparties thereto, such rights or options shall be deemed to have been issued with without consideration. 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 shares of its Common Stock for stock or securities 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 fair market value 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 Adjustment Price, the determination of the number of shares of Common Stock receivable upon exercise of this Warrant immediately prior to such merger, consolidation or sale, for purposes of Section 6.9, shall be made after giving effect to such adjustment of the Adjustment Price.

Consideration for Stock. In case at any time Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor therefore shall be deemed to be the amount received by the Company therefortherefore. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor therefore shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the Company, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with without consideration.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Company Corporation therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the CompanyCorporation, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case at The amount of consideration deemed to be received by the Corporation pursuant to the foregoing provisions of this subparagraph (vi) upon any time any issuance and/or sale of shares of Common Stock, Convertible Securities or any rights or options to purchase any Common Stock Options or Convertible Securities shall be issued Securities, pursuant to an established compensation plan of the Corporation, to directors, officers or employees of the Corporation in connection with their employment shall be increased by the amount of any merger or consolidation in which tax benefit realized by the Company is the surviving corporationCorporation as a result of such issuance and/or sale, the amount of consideration received therefor such tax benefit being the amount by which the Federal and/or state income or other tax liability of the Corporation shall be deemed to be the fair value, as determined reasonably and reduced by reason of any deduction or credit in good faith by the Board of Directors of the Company, respect of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may beissuance and/or sale. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities Options shall be issued in connection with the issuance issue and sale of other securities of the CompanyCorporation, together consisting of comprising one integral transaction in which no specific consideration is allocated to such rights or options Options by the partiesparties thereto, such rights or options Options shall be deemed to have been issued with without consideration.

Consideration for Stock. In case at any time Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, the consideration therefor shall be deemed to be the amount received by the Company Corporation therefor. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration, as determined reasonably and in good faith by the Board of Directors of the CompanyCorporation. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the CompanyCorporation, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issuance and sale of other securities of the CompanyCorporation, together consisting of one integral transaction in which no consideration is allocated to such rights or options by the parties, such rights or options shall be deemed to have been issued with consideration.

Consideration for Stock. In case at any time shares of Common Stock or Convertible Securities or any rights or options to purchase any such Common Stock Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, prior to deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Convertible Securities or any rights or options to purchase any such Common Stock Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, consideration as determined reasonably and in good faith by the Board of Directors of the Company. In case at any time any Common Stock, Convertible Securities or any rights or options to purchase any Common Stock or Convertible Securities Options shall be issued in connection with any merger or consolidation the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the Company is the surviving corporationparties thereto, the amount of consideration received therefor such Options shall be deemed to be the fair value, have been issued for such consideration as determined reasonably and in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such . If Common Stock, Convertible Securities, rights or options as the case may be. In case at any time any rights or options to purchase any shares of Common Stock Options or Convertible Securities shall be issued or sold by the Company and, in connection with therewith, other Options or Convertible Securities (the issuance and sale of other securities “Additional Rights”) are issued, then the consideration received or deemed to be received by the Company shall be reduced by the fair market value of the Company, together consisting of one integral transaction in which no consideration is allocated Additional Rights (as determined using the Black-Scholes option pricing model or another method mutually agreed to such rights or options by the partiesCompany and the Holder). The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holder are unable to agree upon the fair market value of the Additional Rights, the Company and the Holder shall jointly select an appraiser, who is experienced in such rights or options matters. The decision of such appraiser shall be deemed to have been issued with considerationfinal and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder.