Common use of Current Market Price Clause in Contracts

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. The

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iiiIn Sections 7(b), (c), (d) and (e) and Section 10, the "Current Market Price" current market price per share of Common Stock on any date shall be deemed to be is the average of the daily closing prices per share of such Common Stock for the thirty Closing Prices (30as defined below) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following for 20 consecutive trading days commencing 30 trading days before the announcement by the issuer of such Common Stock of date in question. The term “Closing Price” shall mean, for each trading day, (A) in the case of a dividend security listed or distribution admitted for trading on such Common Stock payable in shares of such Common Stock any United States national securities exchange or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such casequotation system, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing last reported sale price for each day shall be the last sale price, regular way, oron such day, in case or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported prices in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the over-the-counter market as furnished by any New York Stock Exchange ormember firm selected from time to time by the Company for that purpose, if (B) in the shares case of Common Stock are a security not then listed or admitted to for trading on any United States national securities exchange or quotation system and as to which no such reported sale price or bid or asked prices are available, the New York Stock Exchangeaverage or the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the principal consolidated transaction reporting system with respect to securities listed Borough of Manhattan, City and State of New York, customarily published on each Business Day, designated by the principal national securities exchange Company, or if there shall be no bid and asked prices on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quotedsuch day, the average of the high bid and low asked prices in the over-the-counter marketprices, as so reported, on the most recent day (not more than thirty (30) days prior to the date in question) for which prices have been so reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, and (C) if on any such date the shares of Common Stock there are not quoted by any such organization, the average of the closing bid and asked prices reported during the thirty (30) days prior to the date in question, the Closing Price will be the Fair Market Value. “Fair Market Value” means, as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on to any such date no market maker is making a market in the share of Common Stock, the fair value cash price at which a willing seller would sell and a willing buyer would buy such share of Common Stock in an arm’s length negotiated transaction without time constraints, as determined by a nationally recognized valuation firm selected by mutual agreement of the Initial Holders and the Company, whose determination shall be final and binding on the parties hereto. The fees and expenses of such shares on such date as determined in good faith valuation firm shall be paid by the Board shall be used. TheCompany.

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; ----------------------------- Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "--------------------------------------------- ------------------- Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, -------- ------- that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Theas

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments), the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof), the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheCommon

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to and not including such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Theas

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheThe term "

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the The "Current Market Price" per share of Common Stock on any date shall be deemed to be is the average of the daily closing prices per share of such the Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes trading days commencing forty-five (45) trading days before the date in question. The term "closing price" of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date day, as indicated in the next day's Wall Street Journal if so reported in the Wall Street Journal (or if not reported in the Wall Street Journal, as reported by National Quotation Bureau Incorporated or, if not so reported, by a nationally recognized quotation service), shall be deemed to be (A) the average reported closing price (last sale price) of the daily closing prices per share of such Common Stock on the principal stock exchange on which the Common Stock is listed, or (B) if the Common Stock is not listed on a stock exchange, the last sale price of the Common Stock on the principal automated securities price quotation system on which sale prices of the Common Stock are reported, or (C) if the Common Stock is not listed on a stock exchange and sale prices of the Common Stock are not reported on an automated quotation system, the mean of the final bid and asked prices for the Common Stock as reported by National Quotation Bureau Incorporated or any successor entity if at least two (2) securities dealers have inserted both bid and asked quotations for the Common Stock on at least five (5) of the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share preceding trading days. If none of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such caseforegoing provisions are applicable, the Current Market Price shall be properly adjusted determined by the Board in good faith, based upon the Fair Market Value of one hundred percent (100%) of the Company if sold as a going concern and without regard to take any discount for the lack of liquidity or on the basis that the relevant shares of the Common Stock do not constitute a majority or controlling interest in the Company and assuming, if applicable, the exercise or conversion of all "in-the-money" warrants, convertible securities, options or other rights to subscribe for or purchase any additional shares of capital stock of the Company or securities convertible or exchangeable into account ex-dividend tradingsuch capital stock that in any case may be entitled to participate in the proceeds of such sale. The closing price for each term "trading day" shall mean (X) if the Common Stock is listed on at least one stock exchange, a day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to which there is trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities stock exchange on which the shares Common Stock is listed, (Y) if the Common Stock is not listed on a stock exchange but sale prices of the Common Stock are listed or admitted to reported on an automated quotation system, a day on which trading or, if is reported on the shares principal automated quotation system on which sales of the Common Stock are not listed reported, or admitted to trading (Z) if the foregoing provisions are inapplicable, a day on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as which quotations are reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheBureau Incorporated.

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. The

Current Market Price. (i) For the purpose of any computation hereunderhereunder (including computations pursuant to Section 14 hereof), other than computations made pursuant to Section 11(a)(iii)) hereof, the "Current Market PriceCURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock stock for the thirty (30) 30 consecutive Trading Days immediately prior to such date, and for purposes purpose of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market PriceCURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock stock for the ten (10) 10 consecutive Trading Days immediately following such date; providedPROVIDED, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock stock of (Ai) a any dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock stock (other than the Rights), a regular quarterly cash dividend) or (Bii) any subdivision, combination or reclassification of such Common Stockthe stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as set forth above, the ex-dividend date for such dividend or distribution, or the record effective date for of such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day periodreclassification, as set forth aboveoccurs, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System Nasdaq or such other system as may then be in use, or, if on any such date the prices of shares of Common Stock are not quoted reported by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock such stock selected by the BoardBoard of Directors. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Theof Directors shall

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "Current Market Pricecurrent market price" per share of the Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) 30 consecutive Trading Days (as such term is hereinafter defined) immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following but not including such date; provided, however, that in the event that the Current Market Price per share current market price of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (Ai) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (Bii) any subdivision, combination or reclassification of such Common Stock, and prior to the expiration of the requisite thirty (30) Trading Day period, as set forth above, after the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth abovereclassification, then, and in each such case, the Current Market Price "current market price" shall be properly appropriately adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation Quotations System ("NASDAQ") or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the shares of Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. The.

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Thetakes

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheThe term "Trading Day" shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Stock is not publicly held or not so listed or traded, Current Market Price per share shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

Current Market Price. In Sections 7(b), (ic), (d) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iiiand (e), the "Current Market Price" current market price per share of Common Stock on any date shall be deemed to be is the average of the daily closing prices per share of such Common Stock for the thirty Closing Prices (30as defined below) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following for 20 consecutive trading days commencing 30 trading days before the announcement by the issuer of such Common Stock of date in question. The term “Closing Price” shall mean, for each trading day, (A) in the case of a dividend security listed or distribution admitted for trading on such Common Stock payable in shares of such Common Stock any United States national securities exchange or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such casequotation system, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing last reported sale price for each day shall be the last sale price, regular way, oron such day, in case or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported prices in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the over-the-counter market as furnished by any New York Stock Exchange ormember firm selected from time to time by the Company for that purpose, if (B) in the shares case of Common Stock are a security not then listed or admitted to for trading on any United States national securities exchange or quotation system and as to which no such reported sale price or bid or asked prices are available, the New York Stock Exchangeaverage or the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the principal consolidated transaction reporting system with respect to securities listed Borough of Manhattan, City and State of New York, customarily published on each Business Day, designated by the principal national securities exchange Company, or if there shall be no bid and asked prices on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quotedsuch day, the average of the high bid and low asked prices in the over-the-counter marketprices, as so reported, on the most recent day (not more than thirty (30) days prior to the date in question) for which prices have been so reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, and (C) if on any such date the shares of Common Stock there are not quoted by any such organization, the average of the closing bid and asked prices reported during the thirty (30) days prior to the date in question, the Closing Price will be the Fair Market Value. “Fair Market Value” means, as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on to any such date no market maker is making a market in the share of Common Stock, the fair value cash price at which a willing seller would sell and a willing buyer would buy such share of Common Stock in an arm’s length negotiated transaction without time constraints, as determined by a nationally recognized valuation firm selected by mutual agreement of the Initial Holders and the Company, whose determination shall be final and binding on the parties hereto; provided, however, that (i) with respect to a sale of securities approved unanimously by the members of the Board of Directors of the Company, the Fair Market Value of such shares on such date as determined in good faith securities shall be the price actually paid by the Board purchaser or purchasers of such securities, and (ii) with respect to a sale of securities pursuant to a public offering by the Company, the Fair Market Value of such securities shall be usedthe offering price of such securities. TheThe fees and expenses of the valuation firm pursuant to the preceding sentence, if applicable, shall be paid by the Company.

Current Market Price. (i) For the purpose of any computation hereunderhereunder (including computations pursuant to Section 14 hereof), other than computations made pursuant to Section 11(a)(iii)) hereof, the "Current Market PriceCURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock stock for the thirty (30) 30 consecutive Trading Days immediately prior to such date, and for purposes purpose of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market PriceCURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock stock for the ten (10) 10 consecutive Trading Days immediately following such date; providedPROVIDED, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock stock of (Ai) a any dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock stock (other than the Rights), a regular quarterly cash dividend) or (Bii) any subdivision, combination or reclassification of such Common Stockthe stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as set forth above, the ex-dividend date for such dividend or distribution, or the record effective date for of such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day periodreclassification, as set forth aboveoccurs, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. The

Current Market Price. The "Current Market Price" means as to any security the average of the closing prices of such security's sales on all domestic or foreign securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any such day security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ National Market or NASDAQ SmallCap Market, as of 4:00 P.M., New York time, on such day, or, if on any day such security is not quoted in the NASDAQ National Market or the NASDAQ SmallCap Market (i) For as applicable), the purpose average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any computation hereundersimilar successor organization, other than computations made pursuant in each such case averaged over a period of 30 days consisting of the day as of which "Current Market Price" is being determined and the 29 consecutive business days prior to Section 11(a)(iii)such day; provided that if such security is listed on any domestic securities exchange the term "business days" as used in this sentence means business days on which such exchange is open for trading. If at any time such security is not listed on any domestic securities exchange or quoted in the NASDAQ National Market or the NASDAQ SmallCap Market or the domestic over-the-counter market, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, fair value thereof determined jointly by the average Corporation and the holders of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York shares of Series B Preferred Stock Exchange or, if representing a majority of the shares of Common Series B Preferred Stock then outstanding; provided that if such parties are not listed or admitted unable to trading on reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the New York Corporation and the holders of shares of Series B Preferred Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which representing a majority of the shares of Common shares of Series B Preferred Stock are listed or admitted to trading or, if then outstanding. The determination of such appraiser shall be final and binding on the Corporation and the holders of the shares of Common Series B Preferred Stock are not listed or admitted to trading on any national securities exchange, and the last quoted price or, if not so quoted, the average fees and expenses of the high bid and low asked prices in the over-the-counter market, as reported such appraiser shall be paid by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheCorporation.

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheThe term "

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheThe term "Trading Day" shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Stock is not publicly held or not so listed or traded, Current Market Price per share shall mean the fair value per share as determined in good faith by the Board, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes.

Current Market Price. (i) For the purpose of any computation hereunderhereunder (including computations pursuant to Section 14 hereof), other than computations made pursuant to Section 11(a)(iii)) hereof, the "Current Market PriceCURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock stock for the thirty (30) 30 consecutive Trading Days immediately prior to such date, and for purposes purpose of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market PriceCURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock stock for the ten (10) 10 consecutive Trading Days immediately following such date; providedPROVIDED, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock stock of (Ai) a any dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock stock (other than the Rights), a regular quarterly cash dividend) or (Bii) any subdivision, combination or reclassification of such Common Stockthe stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as set forth above, the ex-dividend date for such dividend or distribution, or the record effective date for of such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day periodreclassification, as set forth aboveoccurs, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted sale price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System Nasdaq or such other system as may then be in use, or, if on any such date the prices of shares of Common Stock are not quoted reported by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock such stock selected by the BoardBoard of Directors. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board of Directors shall be used. TheThe term "TRADING DAY" shall mean a day on which the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading is open for the transaction of business or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, a Business Day. If the Common Stock is not publicly held or not so listed or traded, "CURRENT MARKET PRICE" per share shall mean the fair value per share as determined in good faith by the Board of Directors, whose determination shall be described in a statement filed with the Rights Agent.

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to and not including such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheThe term "

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "Current Market Price" per share of Common Stock on any date shall be deemed to be means the average of the daily closing last reported sale prices per share of such Common Stock for the thirty (30) ten consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii(as defined below) hereof, preceding the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend tradingcomputation. The closing last reported sale price for each day shall be (i) the last sale price, regular way, or, in case no such sale takes place on such day, the average of or the closing bid and asked pricesprice if no sale occurred, regular way, in either case as reported in of the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading oris listed, (ii) if the shares of Common Stock are not listed or admitted to trading on any national securities exchangeas described in clause (i), the last quoted reported sale price or, if not so quoted, the average of the high bid and low asked prices in Common Stock on the over-the-counter market, as reported by Automated Quotation System of the National Association of Securities Dealers, Inc. Automated Quotation System (the "NASDAQ System"), or such other any similar system of automated dissemination of quotations of securities prices then in common use, orif so quoted, or (iii) if not quoted as described in clauses (i) or (ii), the mean of the high and low bid quotations for the Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted bid quotations for the Common Stock on at least five of the ten preceding days. If the Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sale price shall be determined in the manner set forth in clause (iii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not, and in the manner set forth in clause (i) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sale price of the Common Stock on any such date the shares of Common Stock are not quoted by any such organization, day or the average of such last reported sales prices for any period shall be the closing bid and asked prices fair market value of such class of stock as furnished determined by a professional market maker making a market in member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein the term "Trading Days" means (x) if the Common Stock selected is quoted on the NASDAQ System or any similar system of automated dissemination of quotations of securities prices, days on which trades may be made on such system, or (y) if not quoted as described in clause (x), days on which quotations are reported by the Board. If National Quotation Bureau Incorporated, or (z) if the Common Stock is listed or admitted for trading on any national securities exchange, days on which such date no market maker national securities exchange is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Theopen for business.

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments), the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof), the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by on the Nasdaq National Association of Securities DealersMarket, Inc. Automated Quotation System the Nasdaq Small Cap Market or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheThe term "

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "Current Market Price" per Per share of Common Stock on at any date shall be deemed to be date) the average of the daily closing market prices per share over a period of such Common Stock for the thirty twenty (3020) consecutive Trading Days immediately prior to business days before such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing market price for each such business day shall be the last sale price, regular wayprice on such day on the principal securities exchange on which the Common Stock is then listed or admitted to trading, or, in case if no sale takes place on such day on any such exchange, the average of the closing bid and asked prices on such day as officially quoted on any such exchange, or if the Common Stock is not then listed or admitted on any stock exchange, the market price for each such business day shall be the last sale price on such day, or, if no sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading prices on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices such day in the over-the-counter market, in either case as reported through NASDAQ, or, if such prices are not at the time so reported, as furnished by any member of the National Association of Securities Dealers, Inc. Automated Quotation System selected by the Company. If and so long as there shall be no exchange or such other system then over-the-counter market for the Common Stock during the 20-day period prior to the date on which Current Market Price is to be determined, the Current Market Price shall be deemed to be the Fair Market Value of the Common Stock; provided, however, that in use, or, if on any such date case the Company makes an underwritten public offering of shares of Common Stock are not quoted by any such organizationStock, for purposes of the adjustment, if any, pursuant to Section 2.08 hereof, the average Current Market Price with respect to such shares shall be deemed to be the price to the public shown in the final prospectus used in connection with such public offering. Current Warrant Price. (Per share of Common Stock at any date) the price at which one share of Common Stock may be purchased hereunder at any time; initially $.01; provided, however, that the Current Warrant Price shall not at any time exceed an amount equal to the result of dividing (i) $100 by (ii) the original aggregate number of Shares Purchasable upon an exercise of all of the closing bid Warrants (1715) adjusted in a manner reflecting all adjustments to Shares Purchasable pursuant to Section 2.08 hereof from the Closing Date through and asked prices as furnished by a professional market maker making a market in including such time (which would be the Common Stock selected aggregate number of Shares Purchasable at such time upon the exercise of all of the Warrants originally issued if no Warrants had been exercised or repurchased by the Board. If on any Company at or prior to such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Thetime).

Current Market Price. (i) For the purpose of any computation hereunderhereunder (including computations pursuant to Section 14 hereof), other than computations made pursuant to Section 11(a)(iii)) hereof, the "Current Market PriceCURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock stock for the thirty (30) 30 consecutive Trading Days immediately prior to such date, and for purposes purpose of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market PriceCURRENT MARKET PRICE" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock stock for the ten (10) 10 consecutive Trading Days immediately following such date; providedPROVIDED, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock stock of (Ai) a any dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock stock (other than the Rights), a regular quarterly cash dividend) or (Bii) any subdivision, combination or reclassification of such Common Stockthe stock, and prior to the expiration of the requisite 30 Trading Day or 10 Trading Day period, as set forth above, the ex-dividend date for such dividend or distribution, or the record effective date for of such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day periodreclassification, as set forth aboveoccurs, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Theon

Current Market Price. For purposes of Section 1.2, current market price of one share of the Company's Common Stock (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "Current Market Price" ") shall mean (per share of Common Stock on at any date shall be deemed to be date): the per share fair market value of the Common Stock (i) determined by the average of the daily closing prices "market prices" over a period of 10 consecutive Business Days before such date or (ii) if and so long as there is no exchange or over-the-counter market for the Common Stock of the Company, the price per share which the Company could obtain from a willing buyer for the shares sold by the Company from authorized but unissued shares, as such price shall be determined in good faith by the Board of Directors of the Company and the Warrantholder, PROVIDED, HOWEVER, if the Company and the Warrantholder can not agree on a value, the Company and the holder(s) of the majority of the Warrants shall retain an independent investment banking firm to determine the per share fair market value of the Common Stock, with the expense of such firm to be shared equally by the Company and the Warrantholder(s). The market price referred to in clause (i) above for each such Business Day shall be: (A) the last sale price on such day on the principal securities exchange on which the Common Stock for the thirty is then listed or admitted to trading (30) consecutive Trading Days immediately prior to or, if no sale takes place on such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock day on any date shall be deemed to be such exchange, the average of the daily closing bid and asked prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of day as officially quoted on any such Common Stock or securities convertible into shares of such Common Stock (other than the Rightsexchange), or (B) if the Common Stock is not then listed or admitted on any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such casestock exchange, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing market price for each such business day shall be the last sale price, regular way, price on such day (or, in case if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading prices on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices such day in the over-the-counter market), in either case as reported through NASDAQ, (or, if such prices are not at the time so reported, as reported furnished by any member of the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheCompany).

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Thetrading

Current Market Price. (i) For the purpose of any computation hereunderunder Section 6, other than computations made pursuant to this Section 11(a)(iii)11 or Section 12, the "Current Market Price" current market price (the “CURRENT MARKET PRICE”) per share of Common Stock of the Company or any other security (the “APPLICABLE SHARE”) on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed Applicable Share on the principal national securities exchange on which the shares of Common Stock Applicable Shares are listed or admitted to trading or, if the shares of Common Stock Applicable Shares are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quotedlisted, the average of the high bid and low asked daily last reported sales prices of such Applicable Shares on the Nasdaq National Market System if the Applicable Shares are quoted thereon, in any such case, for the over-the-counter market, as reported by twenty (20) consecutive trading days ending on the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then day before the date in use, question (or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected has been listed or quoted, as applicable, for less than twenty (20) consecutive trading days immediately preceding such date, for such shorter period ending on the day before the date in question during which the Common Stock has been so listed or quoted, as applicable). If, on any date on which computation of the Current Market Price is to be made hereunder, the Applicable Shares are not so listed or quoted on a national securities exchange or the Nasdaq National Market System, the Current Market Price (except as otherwise provided herein) shall be determined by the Board. If Board on any such date no market maker is making a market in the Common Stock, the fair value basis of such shares on such date quotations as determined it in good faith considers appropriate; provided, that, in connection with a determination of the Current Market Price pursuant to Section 6 or this Section 11, if the Current Market Price is determined by the Board as set forth in this sentence, (x) the Company shall give written notice of such determination to the Warrant holder exchanging Warrants pursuant to Section 6 or to Warrant holders in connection with an adjustment pursuant to this Section 11, as the case may be, and (y) if (i) in connection with a computation pursuant to Section 6, the holder of Warrants exchanging Certificates shall promptly reasonably object to such valuation (provided that no objection shall be used. Themade unless such holder reasonably believes that such holder is entitled to receive at least 20% more shares in such exchange than the number of shares that it would receive on the basis of such valuation), or (ii) in connection with an adjustment pursuant to this Section 11, the holders of the majority of the Warrants shall promptly reasonably object to such valuation (provided that no objection shall be made unless such holders reasonably believe that the number of shares that should be issuable upon exercise of the Warrants after giving effect to such adjustment is at least 20% greater than the number of shares that would be issuable upon exercise of the Warrants after giving effect to such adjustment on the basis of such valuation), then the Current Market Price shall be determined at the expense of the Company by an appraiser chosen by the Company and reasonably satisfactory to the objecting holder or by the holders of a majority of the warrants, as the case may be.

Current Market Price. The “Current Market Price” for purposes of determining the Exchange Rate at Final Maturity shall be the average Closing Price per share of INSO Common Stock on the 20 Trading Days (as defined below) immediately prior to, but not including, Final Maturity. The “Current Market Price” for purposes of determining the Exchange Rate on the Optional Redemption Date shall be the lesser of (i) For the purpose of any computation hereunderClosing Price on the second Trading Day preceding the Notice Date (as defined below) or, other than computations made pursuant if such day is not a Trading Day, on the last Trading Day immediately prior to Section 11(a)(iii), such day and (ii) the "Current Market Price" average Closing Price per share of INSO Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive 20 Trading Days immediately prior to, but not including, the second Trading Day preceding the Notice Date. The “Notice Date” in connection with the optional redemption of the SAILS is defined as the date on which first occurs either the public announcement of such redemption or the commencement of mailing of a notice of redemption to the Holders of the SAILS. The “Closing Price” of any security on any date of determination means the closing sale price (or, if no closing sale price is reported, the last reported sale price) of such security on the Nasdaq National Market (“NNM”) on such date or, if such security is not listed on the NNM on any such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement as reported by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national United States securities exchange on which the shares of Common such security is so traded, or if such security is not so traded on a United States national or regional securities exchange, as otherwise reported by The Nasdaq Stock are listed or admitted to trading Market, Inc., or, if the shares of Common Stock are such security is not listed or admitted to trading on any national securities exchangeso reported, the last quoted bid price or, if not so quoted, the average of the high bid and low asked prices for such security in the over-the-counter market, market as reported by the National Association of Securities Dealers, Inc. Automated Quotation System Bureau or such other system then in usesimilar organization, or, if on any such date the shares of Common Stock are bid price is not quoted by any such organizationavailable, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares security on such date as determined in good faith by a nationally recognized independent investment banking firm retained for this purpose by the Board shall be usedCompany. TheA “Trading Day” is defined as any day that is not a Saturday, Sunday or a day on which the NNM is closed or banking institutions or trust companies in the City of New York or the City of Boston are authorized or obligated by law or executive order to close and on which the security the Closing Price of which is being determined (i) is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business and (ii) has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of such security.

Current Market Price. (i) For In the case of a publicly-traded stock or other security for the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "“Current Market Price" per share of Common Stock ” on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock stock or per unit of other security for the thirty (30) consecutive Trading Days immediately prior to to, but not including, such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock stock is determined during a period following the announcement by the issuer of such Common Stock stock of (A) a dividend or distribution on such Common Stock stock payable in shares of such Common Stock stock or securities convertible into shares of such Common Stock stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock securities are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock securities are listed or admitted to trading or, if the shares of Common Stock securities are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System thereby or such other system then in use, or, if on any such date the shares of Common Stock securities are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock security selected by the Board. If on any such date no market maker is making a market in the Common Stocksecurity, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheThe term “

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to and not including such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following and not including such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly appropriately adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Theeither

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), the "Current Market Price" The current market price per share of Common Stock (the "CURRENT MARKET PRICE") on any date shall be deemed is: (i) if the Common Stock is not registered under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the value of the Common Stock as determined by an independent, nationally recognized investment banking firm experienced in valuation matters chosen by the Company and reasonably satisfactory to be the Warrant holder, or (ii) if the Common Stock is registered under the Exchange Act, the average of the daily closing prices per share Closing Prices of such the Common Stock for 30 consecutive trading days commencing 45 trading days before the thirty (30) consecutive Trading Days immediately prior to such datedate in question or, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, if the "Current Market Price" per share of Common Stock on any date shall be deemed to be has been registered for less than 30 consecutive trading days, the average of the daily closing prices per share of such Common Stock Closing Prices for all the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share trading days of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price Closing Price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, (a) if the shares of Common Stock are not shall be listed or admitted to trading on the New York Stock Exchange, as reported the closing price on the NYSE - Consolidated Tape (or any successor composite tape reporting transactions on the New York Stock Exchange) or, if such a composite tape shall not be in use or shall not report transactions in the principal consolidated transaction reporting system with respect to securities Common Stock, or if the Common Stock shall be listed on a stock exchange other than the New York Stock Exchange, the last reported sales price regular way on the principal national securities exchange on which the shares of Common Stock are shall be listed or admitted to trading (which shall be the national securities exchange on which the greatest number of shares of the Common Stock has been traded during such thirty consecutive business days), or, in either case, if there is no transaction on any such day, the average of the bid and asked prices regular way on such day, or (b) if the shares of Common Stock are shall not be listed or admitted to trading on any national securities exchange, the last quoted price closing price, if reported, or, if the closing price is not so quotedreported, the average of the high last reported bid and low asked prices in the over-the-counter marketprice, as reported by the National Association of Securities Dealers, Inc. Dealers Automated Quotation System (NASDAQ) or a similar source selected from time to time by the Company for the purpose. In the absence of one or more such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organizationquotations, the average Board of Directors of the closing bid and asked prices as furnished by a professional market maker making a market in Company shall determine the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined Current Market Price in good faith by on the Board shall be used. Thebasis of such quotations.

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. TheNew

Current Market Price. In subsections (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iiib), (c), (d) and (e) of this SECTION 12 the "Current Market Price" current market price per share of Common Stock on any date shall be deemed to be the fair market value per Warrant Share which shall mean (i) if the Common Stock is in the over-the-counter market and not in The Nasdaq National Market nor on any national securities exchange, the average of the daily closing prices per share of such Common Stock for closing price on the thirty 10 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (30or an equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), or (ii) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of if the Common Stock is determined during traded in The Nasdaq National Market or on a period following national securities exchange, the announcement by average for the issuer 10 consecutive trading days immediately preceding the date in question of such the daily per share closing prices in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall is not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such casereported by The Nasdaq Small Cap Market, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The applicable closing price for each day referred to in said clause shall be the last sale priceprice as reported on the OTC Electronic Bulletin Board of the National Association of Securities Dealers, regular wayInc. or, if not reported thereon, as reported in the “pink sheets” published by National Quotation Bureau, Incorporated, and, if such securities are not so reported, shall be the price of a share of Common Stock determined by the Company’s Board of Directors in good faith. The closing price referred to in clauses (i) and (ii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, regular wayin any case in The Nasdaq Small Cap Market (or the equivalent generally accepted reporting service if quotations are not reported on The Nasdaq Small Cap Market), in either case as reported in the principal consolidated transaction reporting system with respect to securities listed The Nasdaq National Market or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are is then listed or admitted to trading or, if the shares in accordance with SECTION 11 of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Thethis Agreement.

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Thebid

Current Market Price. (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii), ) (Adjustment of Purchase Price; Number and Kind of Shares or Number of Rights -- Certain Adjustments) the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) hereof, the "Current Market Price" Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock, Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each day Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such dayTrading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use, or, if on any such date the shares of Common Stock are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board. If on any such date no market maker is making a market in the Common Stock, the fair value of such shares on such date as determined in good faith by the Board shall be used. Thewhich