Common use of Fair Market Value Clause in Contracts

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean the Fair Market Value of a share of the Company's Common Stock. Fair Market Value of a share of Common Stock as of a Determination Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"), National Market System, the NASDAQ SmallCap Market ”) or the American Stock Exchange, LLCOTC Bulletin Board, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or quoted on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc.OTC Bulletin Board, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to panel of three arbitrators, one of whom shall be chosen from a panel by the Company, one of persons qualified whom shall be chosen by education the Holder, and training to pass on the matter to third of whom shall be decidedchosen by agreement of arbitrators selected by the Company and the Holder; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's chartercorporate organizational documents, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter organizational documents in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charterorganizational documents, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at on the Determination Date, shall be payable to the holders of the Warrants, after deducting the Aggregate Exercise Price as if the holders then held the underlying Warrant Shares.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemGlobal Market, the NASDAQ SmallCap Global Select Market or the American Capital Market of The Nasdaq Stock ExchangeMarket, LLCInc. (“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASDAQ Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean the Fair Market Value of a share of the Company's Common Stock. Fair Market Value of a share of Common Stock as of a Determination Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock ----------------- as of a particular date (the "Determination Date") shall mean the Fair Market Value of a share of the Company's Common Stock. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean the Fair Market Value of a share of the Company's Common Stock. Fair Market Value of a share of Common Stock as of a Determination Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Market SystemNasdaq Stock Market, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Inc. but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agreeagree in writing, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemGlobal Market, the NASDAQ SmallCap Global Select Market or the American Capital Market of The Nasdaq Stock ExchangeMarket, LLCInc. (“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASDAQ Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or dissolution, winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the overNational Association of Securities Dealers, Inc. Over-the-counter marketCounter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association Global or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"Inc.(“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in on the over-the-counter marketNASD OTC Bulletin Board or BBX Exchange, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants this Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Series A Convertible Preferred Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"), ”) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then an amount equal to the product of the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;Date for a share of such Common Stock, multiplied by the conversion rate then in place for the Series A Convertible Preferred Stock, as applicable, or following the Amendment, it shall simply be the aforesaid price for the Company’s Common Stock. (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;Date for a share of such Common Stock, multiplied by the conversion ratio then in place for the Series A Convertible Preferred Stock, as applicable, or following the Amendment, it shall simply be the aforesaid price for the Company’s Common Stock. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Series A Convertible Preferred Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Series A Convertible Preferred Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Series A Convertible Preferred Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants this Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an a national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an a national exchange or on the NASDAQ National Market System, or the NASDAQ SmallCap Market or the American Stock Exchange, Inc.Market, but is traded quoted in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly tradedtraded or quoted, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution dissolution, or winding up, or any event deemed to be a liquidation, dissolution dissolution, or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution dissolution, or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the average closing or last sale price, respectively, reported for the last ten (10) business day days immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last ten (10) business day days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the Company and the Holder from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the average closing or last sale price, respectively, reported for the last ten (10) business day days immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last ten (10) business day days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the Company and the Holder from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCa national exchange, then the closing or last sale price, respectively, reported for the last business day Business Day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an a national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in on the over-the-counter marketOTCQX or OTCQB, then the mean of the average of the closing bid and ask asked prices reported for the last business day Business Day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Board of Directors of the Company agree, jointly agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Nasdaq Stock Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, LLC then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Nasdaq Stock Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., LLC but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agreeagree in writing, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the average of the closing or last sale price, respectively, reported for the last five business day days immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes of this Warrant, the “Fair Market Value Value” of a share of Common Stock Share as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's Common Stock is traded on an exchange then publicly listed or is quoted on the National Association of Securities Dealersone or more securities exchanges, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market inter-dealer quotation systems or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter marketmarkets, then the average fair market value of a Share shall be the closing bid and ask prices price per share of Common Stock reported on the principal such exchange, system or market for the last business day immediately preceding before Holder delivers this Warrant together with its Notice of Exercise to the Determination Date;Company. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (db) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then the fair market value of a Share shall be equal to all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (db) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants in-the-money options and warrants are outstanding at the Determination Date. (c) If the Common Stock is not then publicly listed or quoted on one or more securities exchanges, inter-dealer quotation systems or over-the-counter markets, then the Board of Directors of the Company (the “Board”) shall determine the fair market value of a Share in its reasonable good faith judgment; provided, however, if Holder advises the Board in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. If the valuation of such investment banking firm results in a fair market value per Share that is more than 15% greater than that determined by the Board, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fees and expenses of such investment banking firm shall be paid by Holder.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.clause

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Market SystemNasdaq Stock Market, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Inc. but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a ----------------- particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants this Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemGlobal Market, Nasdaq Global Select Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNASDAQ Global Market, Inc. Automated Quotation ("NASDAQ"), National Market SystemNASDAQ Global Select Market, the NASDAQ SmallCap Market Capital Market, the New York Stock Exchange or the American Stock Exchange, LLCNYSE AMEX Equities, then the average of the closing or last sale price, respectively, reported prices of the Common Stock for the last business day five (5) trading days immediately preceding prior to (but not including) the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, NASDAQ Global Select Market, the NASDAQ SmallCap Market Capital Market, the New York Stock Exchange or the American Stock Exchange, Inc.NYSE AMEX Equities, but is traded on the OTC Bulletin Board or in the over-the-counter marketmarket or Pink Sheets, then the average of the closing bid and ask prices reported for the last business day five (5) trading days immediately preceding prior to (but not including) the Determination Date; (c) Except as provided in clause (d) belowbelow and Section 3.1 hereof, if the Company's Common Stock is not publicly traded, then as the Holder and the Company shall mutually agree, or in the absence of such an agreement after good faith efforts of the Company and the Holder to reach an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"Inc.(“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the average of the closing prices of the Common Stock of the Company on such exchange or last sale price, respectively, reported for market over the last 20 business day days immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business 30-day period immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc.LLC, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in or quoted on the over-the-counter marketNASD OTC Bulletin Board or the Pink Sheets, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in over the over-the-counter marketcounter, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the Holder and the Company from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in quoted on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Option are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemNASDAQ Global Market, the NASDAQ SmallCap Global Select Market, the NASDAQ Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, the NASDAQ SmallCap Global Select Market, the NASDAQ Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date;; or (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketOTC Bulletin Board or is listed on the “pink sheets”, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the Holder and the Company from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (aA) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (bB) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Determinhaon Date; (cC) Except as provided in clause (d) below, if the Company's ', Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (dD) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the average closing or last sale price, respectively, reported for the last business day five (5) trading days immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day five (5) trading days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the average of the closing bid and ask prices price reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System) Global Select Market, the NASDAQ SmallCap Global Market, the NASDAQ Capital Market or the American Stock Exchange, LLCLLC (“AMEX”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Select Market, the NASDAQ SmallCap Global Market, the NASDAQ Capital Market or the American Stock Exchange, Inc.AMEX, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes of this Section 2 and Section 10, the “Fair Market Value” of one Share shall equal: (i) the volume weighted average price during regular market hours shares of the Common Stock on the New York Stock Exchange, NASDAQ National Market, or other national securities exchange on which such shares are listed, whichever is applicable, as reported in a reputable quotation source designated by the Company or a newspaper of general circulation in the Borough of Manhattan, City of New York, customarily published on each Business Day, designated by the Company, for the ten (10) consecutive trading days immediately prior to the date of determination of Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded or, if no sales take place on an exchange or is quoted on the National Association of Securities Dealersany such trading day, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;on such trading day); or (cii) Except if shares of Common Stock are not traded on the NYSE, the NASDAQ National Market or on a national securities exchange, the Fair Market Value of the Company shall be equal to the value per share as provided determined in clause (d) belowgood faith by the Board of Directors of the Company; provided, however, that if the Company's Common Stock is not publicly tradedHolder disagrees in its sole discretion with such determination, then as the Holder and the Company agree, or in the absence determination of such an agreement, by arbitration Fair Market Value shall be made in accordance with the rules then standing Appraisal Procedure (as defined in the Certificate in effect as of the American Arbitration AssociationDate Of Issuance), before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant except that references therein to the Company's charter“Required Holders” therein shall be read as the “Holder hereunder.” Furthermore, then all amounts to be payable per share to holders Fair Market Value shall equal the quotient of (a) the value of the Common Stock pursuant Company as a going concern being sold as an entirety by a willing seller (not under financial duress or necessity) to a willing, unaffiliated buyer, taking into account factors such as the charter in value of comparable publicly traded companies, any concurrent or recent equity sales or issuances by the event Company, the Company’s net worth, future earnings, intellectual property and other intangible assets and franchise value due to synergies, and without applying any minority or illiquidity discount and (b) the number of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect Fully Diluted Shares as of the Common Stock in liquidation under the charterrelevant valuation date, assuming for the purposes of this clause (d) excluding any Rights that all are out of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Datemoney.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") for each share of Common Stock as of a Determination Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American The Nasdaq Stock ExchangeMarket, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution dissolution, or winding up, or any event deemed to be a liquidation, dissolution dissolution, or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share shares to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution dissolution, or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for that the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the overNational Association of Securities Dealers, Inc. Over-the-counter marketCounter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day five (5) trading days immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business trading day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business trading day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock Ordinary Shares as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock Ordinary Shares is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock Ordinary Shares is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock Ordinary Shares is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock Ordinary Shares pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock Ordinary Shares in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock Ordinary Shares then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority’s Automated Quotation ("NASDAQ"), System in the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter marketmarket on the OTCBB or the Pink Sheets, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and Board of Directors of the Company agree, or shall in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedgood faith determine; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in over the over-the-counter marketcounter, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the Holder and the Company from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemGlobal Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock an Ordinary Share as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is Ordinary Shares are traded on an the American Stock Exchange or another national exchange or is are quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is Ordinary Shares are not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is Ordinary Shares are not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charterArticles of Association (the "Articles"), then all amounts to be payable per share to holders of the Common Stock Ordinary Shares pursuant to the charter Articles in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock Ordinary Shares in liquidation under the charterArticles, assuming for the purposes of this clause (d) that all of the shares of Common Stock Ordinary Shares then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of ----------------- a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities DealersSmallCap Market of the Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, Nasdaq but its traded on the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter marketbulletin board or p▇▇▇▇▇▇▇▇▇.▇▇▇, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value For purposes hereof, the "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the a "Determination DateDETERMINATION DATE") shall mean: (a) 1.2.1 If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("NASDAQ"), National Market System, then the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then average of the closing or last sale price, respectively, reported for the last five business day days immediately preceding the Determination Date;. (b) 1.2.2 If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board or the National Quotation Bureau's Pink Sheets, then the average of the mean of the average of the closing bid and ask asked prices reported for the last five business day days immediately preceding the Determination Date;. (c) 1.2.3 Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) 1.2.4 If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement as determined by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then it will mean the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market SystemGlobal Market, Nasdaq Global Select Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean the Fair Market Value of a share of the Company's Common Stock. Fair Market Value of a share of Common Stock as of a Determination Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single Unsecured 33 arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNASDAQ Global Market, Inc. Automated Quotation ("NASDAQ"), National Market SystemNASDAQ Global Select Market, the NASDAQ SmallCap Market Capital Market, the New York Stock Exchange or the American Stock Exchange, LLCNYSE AMEX Equities, then the closing or last sale price, respectively, reported price of the Common Stock for the last business day Trading Day immediately preceding prior to (but not including) the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, NASDAQ Global Select Market, the NASDAQ SmallCap Market Capital Market, the New York Stock Exchange or the American Stock Exchange, Inc.NYSE AMEX Equities, but is traded on the OTC Bulletin Board or in the over-the-counter market, OTCQB or Pink Sheets, then the average of the closing bid and ask prices reported for the last business day Trading Day immediately preceding prior to (but not including) the Determination Date; (c) Except as provided in clause (d) belowbelow and Section 3.1, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes of this Warrant, the Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNASDAQ Global Market, Inc. Automated Quotation ("NASDAQ"), National Market SystemNASDAQ Global Select Market, the NASDAQ SmallCap Market Capital Market, the New York Stock Exchange or the American Stock Exchange, LLCNYSE AMEX Equities, then the average of the closing or last sale price, respectively, reported prices of the Common Stock for the last business day five (5) trading days immediately preceding prior to (but not including) the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, NASDAQ Global Select Market, the NASDAQ SmallCap Market Capital Market, the New York Stock Exchange or the American Stock Exchange, Inc.NYSE AMEX Equities, but is traded on the OTC Bulletin Board or in the over-the-counter marketmarket or Pink Sheets, then the average of the closing bid and ask prices reported for the last business day five (5) trading days immediately preceding prior to (but not including) the Determination Date; (c) Except as provided in clause (d) belowbelow and Section 3.1 hereof, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company shall mutually agree, or in the absence of such an agreement after good faith efforts of the Company and the Holder to reach an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an a securities exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"), ”) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an a securities exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Registered Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders Registered Holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectivelyas the case may be, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education the Company and training Holder to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock ----------------- as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the mutual agreement of the Company and the Holder from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the overNASD Over-the-counter marketCounter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common stock as of a particular date (the "Determination Date") shall mean the Fair Market Value of a share of the Company's Common Stock. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;or (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator valuation to be chosen from a panel of persons qualified provided by education and training to pass on an independent valuation firm selected by the matter to be decidedCompany; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date. Notwithstanding the foregoing, for purposes of determining Fair Market Value pursuant to Section 1.8 below, only the value of the Common Stock as set forth in Subsection 1.4(a), 1.4(b) or 1.4(c) above may be considered.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board or is listed on the “pink sheets”, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean the Fair Market Value of a share of the Company's Common Stock. Fair Market Value of a share of Common Stock as of a Determination Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;or (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last ten (10) business day days immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the ten (10) last business day days immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean the Fair Market Value of a share of the Company's Common Stock. Fair Market Value of a share of Common Stock as of a Determination Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in on the over-the-counter marketNASD OTC Bulletin Board or the Pink Sheets, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value The fair market value of a share of the Common Stock on any particular day determined as of a particular date follows: (i) if the "Determination Date") shall mean: (a) If the Company's Common Stock is listed or admitted for trading on any national securities exchange or the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation System, the last sale price, or if no sale occurred, the mean between the closing high bid and low asked quotations, for such day of the Stock on the principal securities exchange on which shares of Stock are listed; (ii) if Stock is not traded on an any national securities exchange or but is quoted on the National Association of Securities Dealers, Inc. Inc., Automated Quotation ("NASDAQ"), National Market SystemSystem or any similar system of automated dissemination of quotations or securities prices in common use, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then mean between the closing or high bid and low asked quotations for such day of the Stock on such system; (iii) if neither clause (i) nor (ii) is applicable, the mean between the high bid and low asked quotations for the Stock as reported by the National Daily Quotation Bureau, Incorporated if at least two securities dealers have inserted both bid and asked quotations for shares of the Stock on at least five (5) of the ten (10) preceding days; (iv) in lieu of the above, if actual transactions in the shares of Stock are reported on a consolidated transaction reporting system, the last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all price of the shares of Common Stock then issuable upon exercise of all on such system; or (v) if none of the Warrants are outstanding at conditions set forth above is met, the Determination Datefair market value of shares of Stock as determined by the Board. Provided, for purposes of determining "fair market value" of the Common Stock, such value shall be determined without regard to any restriction other than a restriction which will never lapse.

Fair Market Value. For purposes of this Warrant, the “Fair Market Value Value” of a share of Common Stock Share as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's Common Stock is traded on an exchange then publicly listed or is quoted on the National Association of Securities Dealersone or more securities exchanges, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market inter-dealer quotation systems or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter marketmarkets, then the average fair market value of a Share shall be the closing bid and ask prices price per share of Common Stock reported on the principal such exchange, system or market for the last business day immediately preceding before Holder delivers this Warrant together with its Notice of Exercise to the Determination Date;Company. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (db) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then the fair market value of a Share shall be equal to all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (db) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants in-the-money options, warrants and other exercisable or convertible rights or other securities are outstanding at the Determination Date. (c) If the Common Stock is not then publicly listed or quoted on one or more securities exchanges, inter-dealer quotation systems or over-the-counter markets, then the Board of Directors of the Company (the “Board”) shall determine the fair market value of a Share in its reasonable good faith judgment; provided, however, if Holder advises the Board in writing that Holder disagrees with such determination, then the Company and Holder shall promptly agree upon a reputable investment banking firm to undertake such valuation. If the valuation of such investment banking firm results in a fair market value per Share that is more than 15% greater than that determined by the Board, then all fees and expenses of such investment banking firm shall be paid by the Company. In all other circumstances, such fees and expenses of such investment banking firm shall be paid by ▇▇▇▇▇▇.