Common use of Computation of Consideration Clause in Contracts

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

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

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Capital Stock or any convertible securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Capital Stock or any convertible securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Shares of Common Capital Stock or warrants, options or other rights or convertible securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Shares of Common Capital Stock or warrants, options or other rights or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the HolderDirectors. The consideration for any Additional Shares of Common Capital Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Capital Stock issuable pursuant to the terms of any convertible securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Capital Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Common Capital Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

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

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

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

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

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

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

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

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

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

Computation of Consideration. To the extent that any Additional ---------------------------- Additional Shares of Common Other Stock or any Convertible Securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Other Stock or any securities convertible into Additional Shares of Common Stock Convertible Securities shall be issued solely for a cash consideration, the consideration received by the Company Corporation therefor shall be deemed to be (x) the amount of the cash received by the Company Corporation therefor, (y) or, if such Additional Shares of Common Other Stock or warrants, options or other rights or convertible securities Convertible Securities are offered by the Company Corporation for subscription, the subscription price, or (z) or, if such Additional Shares of Common Other Stock or warrants, options or other rights or convertible securities Convertible Securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends, and after deductions for any compensation, underwriting discounts, placement fees or funding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Company Corporation for and in the underwriting of, or otherwise in connection with with, the issuance issue thereof. To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the CompanyCorporation's Board of Directors in a manner reasonably acceptable to the HolderDirectors. The consideration for any Additional Shares of Common Other Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Corporation for issuing such warrantswarrant, options or other rights, plus the additional consideration payable to the Company Corporation upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Other Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received or receivable by the Corporation for issuing any warrants, options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company Corporation in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company Corporation upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

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

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

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Other Stock or any Convertible Securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Other Stock or any securities convertible into Additional Shares of Common Stock Convertible Securities shall be issued solely for a cash consideration, the consideration received by the Company Corporation therefor shall be deemed to be (x) the amount of the cash received by the Company Corporation therefor, (y) or, if such Additional Shares of Common Other Stock or warrants, options or other rights or convertible securities Convertible Securities are offered by the Company Corporation for subscription, the subscription price, or (z) or, if such Additional Shares of Common Other Stock or warrants, options or other rights or convertible securities Convertible Securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends, and after deductions for any compensation, underwriting discounts, placement fees or funding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Company Corporation for and in the underwriting of, or otherwise in connection with with, the issuance issue thereof. To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the CompanyCorporation's Board of Directors in a manner reasonably acceptable to the HolderDirectors. The consideration for any Additional Shares of Common Other Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Corporation for issuing such warrantswarrant, options or other rights, plus the additional consideration payable to the Company Corporation upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Other Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received or receivable by the Corporation for issuing any warrants, options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company Corporation in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company Corporation upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

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

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Stock or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities are sold to or through underwriters or dealers for public offering without a subscription offering, the public offering price, price (in any such case disregarding subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to of the Holder. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rightsCompany. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration, if any, received by the Company for issuing such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of exercise, conversion or exchange in of such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Common Stock or warrants, options or other rights or convertible securities a Convertible Securities consideration equal to the amount of such dividend so paid or satisfied.

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

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Stock or any warrants, options Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Shares of Common Stock or warrants, options Convertible Securities or warrants or other rights or convertible securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Shares of Common Stock or warrants, options Convertible Securities or warrants or other rights or convertible securities are sold to or through underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting ofthereof, or otherwise in connection with the issuance issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to of the HolderCompany. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, Convertible Securities plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in of such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountdividend upon any class of equity securities other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Stock or any Convertible Securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock Convertible Securities shall be issued solely for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issuance issue thereof. To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable of the Company, provided that if such determination is objected to by the Holder, such determination shall be made by an independent appraiser selected by such Board of Directors and not objected to by the Holder. The fees and expenses of such appraiser shall be paid by the Company. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrantswarrant, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants, options or other rights to subscribe for or purchase such Convertible Securities (if any), plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

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

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Stock or any convertible securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any convertible securities convertible into Additional Shares of Common Stock shall be issued solely for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends, and after deductions for any compensation, underwriting discounts, placement fees or finding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issuance issue thereof. To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the HolderDirectors. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrantswarrant, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration received or receivable by the Company for issuing any warrants, options or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

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

Computation of Consideration. To the extent that any ---------------------------- Additional Capital Shares of Common Stock or any convertible or exchangeable securities or any warrants, options or other rights to subscribe for or purchase any Additional Capital Shares of Common Stock or any convertible or exchangeable securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the HolderDirectors. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to the terms of any convertible or exchangeable securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible or exchangeable securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible or exchangeable securities. In case of the issuance at any time of any Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities in payment or satisfaction of any dividend upon any class of stock preferred as to dividends in a fixed amount, the Company shall be deemed to have received for such Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities a consideration equal to the amount of such dividend so paid or satisfied.

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

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

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

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

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

Computation of Consideration. To the extent that any ---------------------------- Additional Capital Shares of Common Stock or any convertible or exchangeable securities or any warrants, options or other rights to subscribe for or purchase any Additional Capital Shares of Common Stock or any convertible or exchangeable securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance issue thereof. To the extent extend that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the HolderDirectors. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional addition consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to the terms of any convertible or exchangeable securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible or exchangeable securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible or exchangeable securities. In case of the issuance at any time of any Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities in payment or satisfaction of any dividend upon any class of stock preferred as to dividends in a fixed amount, the Company shall be deemed to have received for such Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities a consideration equal to the amount of such dividend so paid or satisfied.

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

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

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

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

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

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

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Stock or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case disregarding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly providedprovided herein, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by resolution of the Company's Board of Directors Directors. In case any Additional Shares of Common Stock or any Convertible Securities shall be issued in a manner reasonably acceptable connection with any transaction described in Section 2(F) in which the Company issues any securities or other property, the amount of consideration therefor shall be deemed to be the Holderfair value, as determined by resolution of the Board of Directors, of such portion of the assets and business of the non-surviving Person as such Board by resolution shall determine to be attributable to such Additional Shares of Common Stock or Convertible Securities, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to conversion, exchange or exercise of any warrants, options or other rights to subscribe for or purchase the same Convertible Securities shall be the consideration received by the Company for issuing such warrants, options or other rights, Convertible Securities plus the additional consideration (if any) payable to the Company upon the conversion, exchange or exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

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

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

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Capital Stock or any convertible securities (debt or equity) or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Capital Stock or any convertible securities convertible into Additional Shares of Common Stock (debt or equity) shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Shares of Common Capital Stock or warrants, options or other rights or convertible securities (debt or equity) are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Shares of Common Capital Stock or warrants, options or other rights or convertible securities (debt or equity) are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the HolderDirectors. The consideration for any Additional Shares of Common Capital Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Capital Stock issuable pursuant to the terms of any convertible securities (debt or equity) shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Capital Stock or warrants, options or other rights or convertible securities (debt or equity) in payment or satisfaction of any dividend upon any class of stock preferred as to dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Common Capital Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional Capital Shares of Common Stock or any convertible or exchangeable securities or any warrants, options or other rights to subscribe for or purchase any Additional Capital Shares of Common Stock or any convertible or exchangeable securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the HolderDirectors. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Capital Shares of Common Stock issuable pursuant to the terms of any convertible or exchangeable securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible or exchangeable securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible or exchangeable securities. In case of the issuance at any time of any Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities in payment or satisfaction of any dividend upon any class of stock preferred as to dividends in a fixed amount, the Company shall be deemed to have received for such Additional Capital Shares of Common Stock or warrants, options or other rights or convertible or exchangeable securities a consideration equal to the amount of such dividend so paid or satisfied.

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

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

Computation of Consideration. To The consideration received by the Corporation will be deemed to be the following: to the extent that any ---------------------------- Additional Shares of Common Stock or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock Stock, Options or any securities convertible into Additional Shares of Common Stock shall Convertible Securities will be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company thereforCorporation therefore; or, (y) if such Additional Shares of Common Stock Stock, Options or warrants, options or other rights or convertible securities Convertible Securities are offered by the Company Corporation for subscription, the subscription price, ; or (z) if such Additional Shares of Common Stock Stock, Options or warrants, options or other rights or convertible securities Convertible Securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Company Corporation for and or in connection with the underwriting of, thereof or otherwise in connection with the issuance issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the Holder. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options Options or other rights to subscribe for or purchase the same shall Convertible Securities will be the consideration received by the Company Corporation for issuing such warrants, options Options or other rightsConvertible Securities, plus the additional consideration payable to the Company Corporation upon the exercise of such warrantsexercise, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in of such convertible securitiesOptions or Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock Stock, Options or warrants, options or other rights or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountdividend upon any class of stock other than Common Stock, the Company shall Corporation will be deemed to have received for such Additional Shares of Common Stock Stock, Options or warrants, options or other rights or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid will be other than cash (such as an acquisition in which the consideration involves in whole or in part the issuance of Common Stock), the Board of Directors of the Corporation will determine in good faith the fair market value of such consideration and promptly notify the Holder of its determination of the fair market value of such consideration.

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

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

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

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

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Stock or any Convertible Securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock Convertible Securities shall be issued solely for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities Convertible Securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issuance issue thereof. To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable of the Company, provided that if such determination is objected to by the Holder, such determination shall be made by an independent appraiser selected by such Board of Directors and not objected to by the Holder. The fees and expenses of such appraiser shall be paid by the Company. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrantswarrant, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants, options or other rights to subscribe for or purchase such Convertible Securities (if any), plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

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

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

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

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Common Nonpreferred Stock or any Convertible Securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any securities convertible into Additional Shares of Common Stock Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, (y) or, if such Additional Shares of Common Nonpreferred Stock or warrants, options or other rights or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or (z) or, if such Additional Shares of Common Nonpreferred Stock or warrants, options or other rights or convertible securities Convertible Securities are sold to or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issuance issue thereof. To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors of the Company. If such determination is objected to by the holders of Warrants evidencing a majority in a number of the total number of Stock Units at the time purchasable upon the exercise of all then outstanding Warrants, such determination shall be made by an independent appraiser chosen in the manner reasonably acceptable specified in the definition of Appraised Value. The fees and expenses of any appraisers shall be shared equally by such objecting holders (as to one-half) and the HolderCompany (as to one-half). The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants, options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Common Nonpreferred Stock or warrants, options or other rights or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountdividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of Common Nonpreferred Stock or warrants, options or other rights or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

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

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

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

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