Common use of Fair Market Value per Share Clause in Contracts

Fair Market Value per Share. Fair Market Value per Share" as of any date shall mean an amount per Share issued or issuable pursuant to this Warrant determined as follows: (i) if the Common Stock is traded on a securities exchange or through NASDAQ Stock Market, the Fair Market Value per Share shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the ten (10) trading day period ending two (2) trading days prior to the delivery of the Placement Exercise Notice; (ii) if the Common Stock is actively traded over-the-counter, the Fair Market Value per Share shall be deemed to be the average of the closing bid prices over the ten (10) trading day period ending two (2) trading days prior to the delivery of the Placement Exercise Notice and (iii) if there is no active public market for the Common Stock, the Fair Market Value per Share shall be determined by an independent competent appraiser mutually agreed to by the Company and the Holders of at least a majority of the shares of Common Stock issued or issuable pursuant to the Warrant requesting the Private Placement (the "Requisite Majority"). In the event the Company and the Requisite Majority cannot mutually agree upon an independent appraiser within fifteen (15) days of receipt by the Company of a Placement Exercise Notice, the Company and the Requisite Majority will each select an independent competent appraiser of national reputation to determine the Fair Market Value per Share. The respective appraisals will be provided to the Company and the Holders requesting the Private Placement promptly upon completion. If the Fair Market Value per Share appraisals are within 10% of one another, the Fair Market Value per Share shall be the average of the two appraisals. In the event the appraisal valuations differ by more than ten percent (10%), the two appraisers chosen by the Company and the Requisite Majority, respectively, shall choose a third independent competent appraiser of national reputation and the third appraiser shall conduct an appraisal to determine the Fair Market Value per Share (the "Third Appraisal"). Upon completion, the Third Appraisal shall be promptly delivered to the Company and the Holders requesting the Private Placement. The Third Appraisal valuation shall be averaged with the prior appraisal that is closer in value to the Third Appraisal. The average of these two appraisals shall be the Fair Market Value per Share and shall be binding on the Company and the Holders requesting the Private Placement. All appraisals required herein shall be paid for by the Company. In determining the Fair Market Value per Share, each of the appraisers shall evaluate the Company as a whole, on a going concern basis, without application of any discount whatsoever, including any discount for a minority ownership interest and/or lack of marketability of such interest. In determining the Fair Market Value per Share pursuant to this Section 10(c), none of the appraisers shall take into account or otherwise make any discount in respect of (i) any restriction on the transfer of the Shares, any other shares of Common Stock of the Company or this Warrant, (ii) the fact that this Warrant and the Shares represent a minority interest in the Company, (iii) any lack of liquidity of the Shares, any other shares of Common Stock of the Company or this Warrant due to the fact that there may not be a public or private market therefor, (iv) any rights of the Company set forth in this Warrant or (v) the voting rights or status of the Shares, any other shares of Common Stock of the Company or this Warrant, whether under the certificate of incorporation or bylaws of the Company, by agreement or otherwise.

Fair Market Value per Share. Fair Market Value per Share" as of any date shall mean an amount per Share issued or issuable pursuant to this Warrant determined as follows: (i) if the Common Stock is traded on a securities the American Stock Exchange or another registered national stock exchange or through the NASDAQ Stock National Market, the Fair Market Value per Share shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the ten five (105) trading day period ending two one (21) trading days day prior to the delivery of the Placement Put Exercise Notice; (ii) if the Common Stock is actively traded on the over-the-countercounter market, as reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), the Fair Market Value per Share shall be deemed to be the average of the closing bid prices over the ten five (105) trading day period ending two one (21) trading days day prior to the delivery of the Placement Put Exercise Notice and (iii) if there is no active public market for the Common Stock, the Fair Market Value per Share shall be determined by an independent competent appraiser mutually agreed to by the Company and the Holders of at least a majority of seventy percent (70%)of the shares of Common Stock issued or issuable pursuant to this Warrant, the Petra Warrant, the Laddcap Warrant, and the Initial Patriot Warrant requesting the Private Placement redemption (the "Requisite Majority"). In the event the Company and the Requisite Majority cannot mutually agree upon an independent appraiser within fifteen (15) days of receipt by the Company of a Placement Put Exercise Notice, the Company and the Requisite Majority will each select an independent competent appraiser of national reputation to determine the Fair Market Value per Share. The respective appraisals will be provided to the Company and the Holders requesting the Private Placement redemption promptly upon completion. If the Fair Market Value per Share appraisals are within 10% of one another, the Fair Market Value per Share shall be the average of the two appraisals. In the event the appraisal valuations differ by more than ten percent (10%), the two appraisers chosen by the Company and the Requisite Majority, respectively, shall choose a third independent competent appraiser of national reputation and the third appraiser shall conduct an appraisal to determine the Fair Market Value per Share (the "Third Appraisal"). Upon completion, the Third Appraisal shall be promptly delivered to the Company and the Holders requesting the Private Placementredemption. The Third Appraisal valuation shall be averaged with the prior appraisal that is closer in value to the Third Appraisal. The average of these two appraisals shall be the Fair Market Value per Share and shall be binding on the Company and the Holders requesting the Private Placementredemption. All appraisals required herein shall be paid for by the Company. In determining the Fair Market Value per Share, each of the appraisers shall evaluate the Company as a whole, on a going concern basis, without application of any discount whatsoever, including any discount for a minority ownership interest and/or lack of marketability of such interest. In determining the Fair Market Value per Share pursuant to this Section 10(c), none of the appraisers shall take into account or otherwise make any discount in respect of (i) any restriction on the transfer of the Shares, any other shares of Common Stock of the Company or this Warrant, (ii) the fact that this Warrant and the Shares represent a minority interest in the Company, (iii) any lack of liquidity of the Shares, any other shares of Common Stock of the Company or this Warrant due to the fact that there may not be a public or private market therefor, (iv) any rights of the Company set forth in this Warrant or (v) the voting rights or status of the Shares, any other shares of Common Stock of the Company or this Warrant, whether under the certificate of incorporation or bylaws of the Company, by agreement or otherwise.

Fair Market Value per Share. Fair Market Value per Share" as of any date shall mean an amount per Share issued or issuable pursuant to this Warrant determined as follows: (i) if the Common Stock is traded on a securities the American Stock Exchange or another registered national stock exchange or through NASDAQ Stock the Nasdaq National Market, the Fair Market Value per Share shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the ten (10) trading day period ending two (2) trading days prior to the delivery of the Placement Put Exercise Notice; (ii) if the Common Stock is actively traded on the over-the-countercounter market, as reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), the Fair Market Value per Share shall be deemed to be the average of the closing bid prices over the ten (10) trading day period ending two (2) trading days prior to the delivery of the Placement Put Exercise Notice and (iii) if there is no active public market for the Common Stock, the Fair Market Value per Share shall be determined by an independent competent appraiser mutually agreed to by the Company and the Holders of at least a majority of the shares of Common Stock issued or issuable pursuant to this Warrant and the Warrant Additional Warrants, if any, requesting the Private Placement redemption (the "Requisite Majority"). In the event the Company and the Requisite Majority cannot mutually agree upon an independent appraiser within fifteen (15) days of receipt by the Company of a Placement Put Exercise Notice, the Company and the Requisite Majority will each select an independent competent appraiser of national reputation to determine the Fair Market Value per Share. The respective appraisals will be provided to the Company and the Holders requesting the Private Placement redemption promptly upon completion. If the Fair Market Value per Share appraisals are within 10% of one another, the Fair Market Value per Share shall be the average of the two appraisals. In the event the appraisal valuations differ by more than ten percent (10%), the two appraisers chosen by the Company and the Requisite Majority, respectively, shall choose a third independent competent appraiser of national reputation and the third appraiser shall conduct an appraisal to determine the Fair Market Value per Share (the "Third Appraisal"). Upon completion, the Third Appraisal shall be promptly delivered to the Company and the Holders requesting the Private Placementredemption. The Third Appraisal valuation shall be averaged with the prior appraisal that is closer in value to the Third Appraisal. The average of these two appraisals shall be the Fair Market Value per Share and shall be binding on the Company and the Holders requesting the Private Placementredemption. All appraisals required herein shall be paid for by the Company. In determining the Fair Market Value per Share, each of the appraisers shall evaluate the Company as a whole, on a going concern basis, without application of any discount whatsoever, including any discount for a minority ownership interest and/or lack of marketability of such interest. In determining the Fair Market Value per Share pursuant to this Section 10(c), none of the appraisers shall take into account or otherwise make any discount in respect of (i) any restriction on the transfer of the Shares, any other shares of Common Stock of the Company or this Warrant, (ii) the fact that this Warrant and the Shares represent a minority interest in the Company, (iii) any lack of liquidity of the Shares, any other shares of Common Stock of the Company or this Warrant due to the fact that there may not be a public or private market therefor, (iv) any rights of the Company set forth in this Warrant or (v) the voting rights or status of the Shares, any other shares of Common Stock of the Company or this Warrant, whether under the certificate of incorporation or bylaws of the Company, by agreement or otherwise.

Fair Market Value per Share. Fair Market Value per Share" as of any date shall mean an amount per Share issued or issuable pursuant to this Warrant determined as follows: (i) if the Common Stock is traded on a securities the American Stock Exchange or another registered national stock exchange or through NASDAQ Stock the Nasdaq National Market, the Fair Market Value per Share shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the ten five (105) trading day period ending two one (21) trading days day prior to the delivery of the Placement Put Exercise Notice; (ii) if the Common Stock is actively traded on the over-the-countercounter market, as reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), the Fair Market Value per Share shall be deemed to be the average of the closing bid prices over the ten five (105) trading day period ending two one (21) trading days day prior to the delivery of the Placement Put Exercise Notice and (iii) if there is no active public market for the Common Stock, the Fair Market Value per Share shall be determined by an independent competent appraiser mutually agreed to by the Company and the Holders of at least a majority of the shares of Common Stock issued or issuable pursuant to this Warrant, the Warrant Petra Warrant, and the Additional Warrants, if any, requesting the Private Placement redemption (the "Requisite Majority"). In the event the Company and the Requisite Majority cannot mutually agree upon an independent appraiser within fifteen (15) days of receipt by the Company of a Placement Put Exercise Notice, the Company and the Requisite Majority will each select an independent competent appraiser of national reputation to determine the Fair Market Value per Share. The respective appraisals will be provided to the Company and the Holders requesting the Private Placement redemption promptly upon completion. If the Fair Market Value per Share appraisals are within 10% of one another, the Fair Market Value per Share shall be the average of the two appraisals. In the event the appraisal valuations differ by more than ten percent (10%), the two appraisers chosen by the Company and the Requisite Majority, respectively, shall choose a third independent competent appraiser of national reputation and the third appraiser shall conduct an appraisal to determine the Fair Market Value per Share (the "Third Appraisal"). Upon completion, the Third Appraisal shall be promptly delivered to the Company and the Holders requesting the Private Placementredemption. The Third Appraisal valuation shall be averaged with the prior appraisal that is closer in value to the Third Appraisal. The average of these two appraisals shall be the Fair Market Value per Share and shall be binding on the Company and the Holders requesting the Private Placementredemption. All appraisals required herein shall be paid for by the Company. In determining the Fair Market Value per Share, each of the appraisers shall evaluate the Company as a whole, on a going concern basis, without application of any discount whatsoever, including any discount for a minority ownership interest and/or lack of marketability of such interest. In determining the Fair Market Value per Share pursuant to this Section 10(c), none of the appraisers shall take into account or otherwise make any discount in respect of (i) any restriction on the transfer of the Shares, any other shares of Common Stock of the Company or this Warrant, (ii) the fact that this Warrant and the Shares represent a minority interest in the Company, (iii) any lack of liquidity of the Shares, any other shares of Common Stock of the Company or this Warrant due to the fact that there may not be a public or private market therefor, (iv) any rights of the Company set forth in this Warrant or (v) the voting rights or status of the Shares, any other shares of Common Stock of the Company or this Warrant, whether under the certificate of incorporation or bylaws of the Company, by agreement or otherwise.

Fair Market Value per Share. Fair Market Value per Share" as of any date shall mean an amount per Share issued or issuable pursuant to this Warrant determined as follows: (i) if the Common Stock is traded on a securities the American Stock Exchange or another registered national stock exchange or through the NASDAQ Stock National Market, the Fair Market Value per Share shall be deemed to be the average of the closing prices of the Common Stock on such exchange over the ten five (105) trading day period ending two one (21) trading days day prior to the delivery of the Placement Put Exercise Notice; (ii) if the Common Stock is actively traded on the over-the-countercounter market, as reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), the Fair Market Value per Share shall be deemed to be the average of the closing bid prices over the ten five (105) trading day period ending two one (21) trading days day prior to the delivery of the Placement Put Exercise Notice and (iii) if there is no active public market for the Common Stock, the Fair Market Value per Share shall be determined by an independent competent appraiser mutually agreed to by the Company and the Holders of at least a majority of seventy percent (70%)of the shares of Common Stock issued or issuable pursuant to this Warrant, the Warrant Petra Warrant, the Laddcap Warrant, and the Additional Warrants, if any, requesting the Private Placement redemption (the "Requisite Majority"). In the event the Company and the Requisite Majority cannot mutually agree upon an independent appraiser within fifteen (15) days of receipt by the Company of a Placement Put Exercise Notice, the Company and the Requisite Majority will each select an independent competent appraiser of national reputation to determine the Fair Market Value per Share. The respective appraisals will be provided to the Company and the Holders requesting the Private Placement redemption promptly upon completion. If the Fair Market Value per Share appraisals are within 10% of one another, the Fair Market Value per Share shall be the average of the two appraisals. In the event the appraisal valuations differ by more than ten percent (10%), the two appraisers chosen by the Company and the Requisite Majority, respectively, shall choose a third independent competent appraiser of national reputation and the third appraiser shall conduct an appraisal to determine the Fair Market Value per Share (the "Third Appraisal"). Upon completion, the Third Appraisal shall be promptly delivered to the Company and the Holders requesting the Private Placementredemption. The Third Appraisal valuation shall be averaged with the prior appraisal that is closer in value to the Third Appraisal. The average of these two appraisals shall be the Fair Market Value per Share and shall be binding on the Company and the Holders requesting the Private Placementredemption. All appraisals required herein shall be paid for by the Company. In determining the Fair Market Value per Share, each of the appraisers shall evaluate the Company as a whole, on a going concern basis, without application of any discount whatsoever, including any discount for a minority ownership interest and/or lack of marketability of such interest. In determining the Fair Market Value per Share pursuant to this Section 10(c), none of the appraisers shall take into account or otherwise make any discount in respect of (i) any restriction on the transfer of the Shares, any other shares of Common Stock of the Company or this Warrant, (ii) the fact that this Warrant and the Shares represent a minority interest in the Company, (iii) any lack of liquidity of the Shares, any other shares of Common Stock of the Company or this Warrant due to the fact that there may not be a public or private market therefor, (iv) any rights of the Company set forth in this Warrant or (v) the voting rights or status of the Shares, any other shares of Common Stock of the Company or this Warrant, whether under the certificate of incorporation or bylaws of the Company, by agreement or otherwise.