Common use of Consideration for Stock Clause in Contracts

Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, which shall be determined by a third party appraiser that is selected by the Company and is reasonably acceptable to the holders of a majority of the shares of Common Stock issuable upon exercise of the Warrants. In case any Options shall be issued in connection with the issue and sale of other securities of the Company (such issuances together, the “Issuance”), (x) such Options shall be deemed to have been issued for the “Option Consideration Value,” which as used herein means the lesser of (i) the Option Value (as defined below) of all such Options and (ii) 25% of the total amount of cash consideration actually and deemed received by the Company in connection with the Issuance (including, for the avoidance of doubt, cash consideration receivable by the Company upon exercise of such Options), and (y) other securities issued or sold in such transaction shall be deemed to have been issued or sold for the greater of $0 or the difference between (I) the aggregate consideration received by the Company less any consideration paid by the Company to the holder of the other securities in connection with the issuance of the other securities and pursuant to terms of the other securities of the Company, and (II) the Option Consideration Value of such Options. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder as to the Option Value. In the event that the Board of Directors of the Company and the Holder are unable to agree upon the Option Value resulting from the application of the methodology described in the definition of Option Value below, the Company and the Holder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder. If either or both of the issuance of the Options or the other securities in the Issuance is determined to be a Trigger Issuance, then, notwithstanding anything to the contrary herein, for purposes of determination of the reduced Exercise Price pursuant to Section 9(e)(i) as a result of the Issuance: “C” shall equal the total number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Issuance, and “D” shall equal the aggregate consideration, if any, received or deemed to be received by the Company upon such Issuance less the Option Consideration Value calculated pursuant to clause (x) of this paragraph. As used herein, “Option Value” means the value of an Option based on the Black Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined using the following inputs: (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the lesser of 70% and the 30 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the Closing Sale Price of the Company’s shares on its Principal Trading Market on the Trading Day immediately prior to the date such Options are publicly announced and if not publicly announced then on the Trading Day immediately prior to the date such Options are issued and (iv) a zero cost of borrow.

Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such considerationconsideration as, which shall be determined in good faith by the Board of Directors of by a third party appraiser that is selected by the Company and is reasonably acceptable to the holders of a majority of the shares of Common Stock issuable upon upon, exercise of the Warrants. In case any Options shall be issued in connection with the issue and sale of other securities of the Company Company, (such issuances togethertogether comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto,, the “Issuance”), (x) such Options shall be deemed to have been issued for such the “Option Consideration as determined in good faith by the Board of Directors of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection there with, other Options or Convertible Securities (the “Additional Rights”) arc issued, then the Value,” which as used herein means the lesser of (i) the Option Value (as defined below) of all such Options and (ii) 25% of the total amount of cash consideration received or actually and deemed to be received by the Company in shall bo reduced by the fair market value of the Additional Rights (as determined using the Black Soholes Option Pricing Model or another method mutually agreed to by the Company and the Holder)in connection with the Issuance (including, for the avoidance of doubt, cash consideration receivable by the Company upon exercise of such Options), and (y) other securities issued or sold in such transaction shall be deemed to have been issued or sold for the greater of $0 or the difference between (I) the aggregate consideration received by the Company less any consideration paid by the Company to the holder of the other securities in connection with the issuance of the other securities and pursuant to terms of the other securities of the Company, and (II) the Option Consideration Value of such Options. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder as to the fair mafket Option ValueValue of the Additional Rights. In the event that the Board of Directors of the Company and the Holder are unable to agree upon the fair market value of the Additional Rights Option Value resulting from the application of the methodology described in the definition definitim of Option Value below, the Company and the Holder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder. If either or both of the issuance of the Options or the other securities in the Issuance is determined to be a Trigger Issuance, then, notwithstanding anything to the contrary herein, for purposes of determination of the reduced Exercise Price pursuant to Section 9(e)(i) as a result of the Issuance: “C” shall equal the total number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Issuance, and “D” shall equal the aggregate consideration, if any, received or deemed to be received by the Company upon such Issuance less the Option Consideration Value calculated pursuant to clause (x) of this paragraph. As used herein, “Option Value” means the value of an Option based on the Black Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined using the following inputs: (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the lesser of 70% and the 30 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the Closing Sale Price of the Company’s shares on its Principal Trading Market on the Trading Day immediately prior to the date such Options are publicly announced and if not publicly announced then on the Trading Day immediately prior to the date such Options are issued and (iv) a zero cost of borrow.Stock

Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cashcash (except as contemplated in Section 2.4 of the Purchase Agreement), the consideration received therefor shall be deemed to be the gross net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such considerationconsideration as determined in good faith by the Board of Directors of the Company, which shall be determined by a third party appraiser that is selected after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company and is reasonably acceptable to the holders of a majority of the shares of Common Stock issuable upon exercise of the Warrantsin connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company (Company, together comprising one integral transaction in which no specific consideration is allocated to such issuances togetherOptions by the parties thereto, the “Issuance”), (x) such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Option Consideration Value,” which as used herein means Additional Rights”) are issued, then the lesser of (i) the Option Value (as defined below) of all such Options and (ii) 25% of the total amount of cash consideration actually and received or deemed to be received by the Company in connection with shall be reduced by the Issuance fair market value of the Additional Rights (including, for as determined using the avoidance of doubt, cash consideration receivable Black-Scholes option pricing model or another method mutually agreed to by the Company upon exercise of such Optionsand the Investor), and (y) other securities issued or sold in such transaction shall be deemed to have been issued or sold for the greater of $0 or the difference between (I) the aggregate consideration received by the Company less any consideration paid by the Company to the holder of the other securities in connection with the issuance of the other securities and pursuant to terms of the other securities of the Company, and (II) the Option Consideration Value of such Options. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder Investors as to the Option Valuefair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holder Investors are unable to agree upon the Option Value resulting from the application fair market value of the methodology described in the definition of Option Value belowAdditional Rights, the Company and the Holder Investors shall jointly select an appraiser appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder. If either or both of the issuance of the Options or the other securities in the Issuance is determined to be a Trigger Issuance, then, notwithstanding anything to the contrary herein, for purposes of determination of the reduced Exercise Price pursuant to Section 9(e)(i) as a result of the Issuance: “C” shall equal the total number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Issuance, and “D” shall equal the aggregate consideration, if any, received or deemed to be received by the Company upon such Issuance less the Option Consideration Value calculated pursuant to clause (x) of this paragraph. As used herein, “Option Value” means the value of an Option based on the Black Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined using the following inputs: (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the lesser of 70% and the 30 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the Closing Sale Price of the Company’s shares on its Principal Trading Market on the Trading Day immediately prior to the date such Options are publicly announced and if not publicly announced then on the Trading Day immediately prior to the date such Options are issued and (iv) a zero cost of borrowInvestor.

Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, provided that all deductions therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith shall not exceed 10% of the aggregate consideration received. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such considerationconsideration as determined in good faith by the Board of Directors of the Company, which shall be determined by a third party appraiser that is selected after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company and is reasonably acceptable to in connection therewith as long as such expenses, commissions or concessions do not exceed 10% in the holders of a majority of the shares of Common Stock issuable upon exercise of the Warrantsaggregate. In case any Options shall be issued in connection with the issue and sale of other securities of the Company (Company, together comprising one integral transaction in which no specific consideration is allocated to such issuances togetherOptions by the parties thereto, the “Issuance”), (x) such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board of Directors of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Option Consideration Value,” which as used herein means Additional Rights”) are issued, then the lesser of (i) the Option Value (as defined below) of all such Options and (ii) 25% of the total amount of cash consideration actually and received or deemed to be received by the Company in connection with shall be reduced by the Issuance fair market value of the Additional Rights (including, for as determined using the avoidance of doubt, cash consideration receivable Black-Scholes option pricing model or another method mutually agreed to by the Company upon exercise of such Optionsand the Holder), and (y) other securities issued or sold in such transaction shall be deemed to have been issued or sold for the greater of $0 or the difference between (I) the aggregate consideration received by the Company less any consideration paid by the Company to the holder of the other securities in connection with the issuance of the other securities and pursuant to terms of the other securities of the Company, and (II) the Option Consideration Value of such Options. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder Holders as to the Option Valuefair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holder Required Holders are unable to agree upon the Option Value resulting from the application fair market value of the methodology described in the definition of Option Value belowAdditional Rights, the Company and the Holder Required Holders shall jointly select an appraiser appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder. If either or both of the issuance of the Options or the other securities in the Issuance is determined to be a Trigger Issuance, then, notwithstanding anything to the contrary herein, for purposes of determination of the reduced Exercise Price pursuant to Section 9(e)(i) as a result of the Issuance: “C” shall equal the total number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Issuance, and “D” shall equal the aggregate consideration, if any, received or deemed to be received by the Company upon such Issuance less the Option Consideration Value calculated pursuant to clause (x) of this paragraph. As used herein, “Option Value” means the value of an Option based on the Black Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined using the following inputs: (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the lesser of 70% and the 30 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the Closing Sale Price of the Company’s shares on its Principal Trading Market on the Trading Day immediately prior to the date such Options are publicly announced and if not publicly announced then on the Trading Day immediately prior to the date such Options are issued and (iv) a zero cost of borrowHolders.

Consideration for Stock. In case any shares ----------------------- of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross net amount received by the Company Borrower therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Borrower in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Borrower shall be deemed to be the fair value of such consideration, which shall be consideration as determined by a third party appraiser that is selected in good faith by the Company and is reasonably acceptable to the holders Board of a majority Directors of the shares Borrower, after deduction of Common Stock issuable upon exercise of any expenses incurred or any underwriting commissions or concessions paid or allowed by the WarrantsBorrower in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company (Borrower, together comprising one integral transaction in which no specific consideration is allocated to such issuances togetherOptions by the parties thereto, the “Issuance”), (x) such Options shall be deemed to have been issued for such consideration as determined in good faith by the “Option Consideration Value,” which as used herein means the lesser Board of (i) the Option Value (as defined below) of all such Options and (ii) 25% Directors of the total amount of cash Borrower. If Common Stock, Options or Convertible Securities shall be issued or sold by the Borrower and, in connection therewith, other Options or Convertible Securities (the "ADDITIONAL RIGHTS") are issued, then the consideration actually and received or deemed to be received by the Company in connection with the Issuance (including, for the avoidance of doubt, cash consideration receivable Borrower shall be reduced by the Company upon exercise fair market value of such Options), and the Additional Rights (y) other securities issued as determined using the Black-Scholes option pricing model or sold in such transaction shall be deemed another method mutually agreed to have been issued or sold for the greater of $0 or the difference between (I) the aggregate consideration received by the Company less any consideration paid by Borrower and the Company to the holder of the other securities in connection with the issuance of the other securities and pursuant to terms of the other securities of the Company, and (II) the Option Consideration Value of such OptionsLender). The Board of Directors of the Company Borrower shall respond promptly, in writing, to an inquiry by the Holder Lenders as to the Option Valuefair market value of the Additional Rights. In the event that the Board of Directors of the Company Borrower and the Holder Lenders are unable to agree upon the Option Value resulting from the application fair market value of the methodology described in the definition of Option Value belowAdditional Rights, the Company Borrower and the Holder Lenders shall jointly select an appraiser appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company Borrower and the Holder. If either or both of the issuance of the Options or the other securities in the Issuance is determined to be a Trigger Issuance, then, notwithstanding anything to the contrary herein, for purposes of determination of the reduced Exercise Price pursuant to Section 9(e)(i) as a result of the Issuance: “C” shall equal the total number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Issuance, and “D” shall equal the aggregate consideration, if any, received or deemed to be received by the Company upon such Issuance less the Option Consideration Value calculated pursuant to clause (x) of this paragraph. As used herein, “Option Value” means the value of an Option based on the Black Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined using the following inputs: (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the lesser of 70% and the 30 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the Closing Sale Price of the Company’s shares on its Principal Trading Market on the Trading Day immediately prior to the date such Options are publicly announced and if not publicly announced then on the Trading Day immediately prior to the date such Options are issued and (iv) a zero cost of borrowLender.

Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor, before any deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such considerationconsideration as determined in good faith by the board of directors of the Company (the “Board”), which shall be determined by a third party appraiser that is selected after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company and is reasonably acceptable to the holders of a majority of the shares of Common Stock issuable upon exercise of the Warrantsin connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Company (Company, together comprising one integral transaction in which no specific consideration is allocated to such issuances togetherOptions by the parties thereto, the “Issuance”), (x) such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Option Consideration Value,” which as used herein means Additional Rights”) are issued, then the lesser of (i) the Option Value (as defined below) of all such Options and (ii) 25% of the total amount of cash consideration actually and received or deemed to be received by the Company in connection with shall be reduced by the Issuance fair market value of the Additional Rights (including, for the avoidance of doubt, cash consideration receivable as determined using a method mutually agreed to by the Company upon exercise of such Optionsand the Holder), and (y) other securities issued or sold in such transaction shall be deemed to have been issued or sold for the greater of $0 or the difference between (I) the aggregate consideration received by the Company less any consideration paid by the Company to the holder of the other securities in connection with the issuance of the other securities and pursuant to terms of the other securities of the Company, and (II) the Option Consideration Value of such Options. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder as to the Option Valuefair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holder are unable to agree upon the Option Value resulting from the application fair market value of the methodology described in the definition of Option Value belowAdditional Rights, the Company and the Holder shall jointly select an appraiser appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder. If either or both of the issuance of the Options or the other securities in the Issuance is determined to be a Trigger Issuance, then, notwithstanding anything to the contrary herein, for purposes of determination of the reduced Exercise Price pursuant to Section 9(e)(i) as a result of the Issuance: “C” shall equal the total number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Issuance, and “D” shall equal the aggregate consideration, if any, received or deemed to be received by the Company upon such Issuance less the Option Consideration Value calculated pursuant to clause (x) of this paragraph. As used herein, “Option Value” means the value of an Option based on the Black Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined using the following inputs: (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the lesser of 70% and the 30 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the Closing Sale Price of the Company’s shares on its Principal Trading Market on the Trading Day immediately prior to the date such Options are publicly announced and if not publicly announced then on the Trading Day immediately prior to the date such Options are issued and (iv) a zero cost of borrow.

Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cashcash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such considerationconsideration (as determined by an independent investment bank mutually acceptable to the Holder and to the Company; PROVIDED, HOWEVER that the Holder shall have the absolute right to contest any such valuation in arbitration to be conducted by a single arbitrator acting in accordance with the Rules of the American Arbitration Association, using expedited procedures for resolution of commercial disputes, which arbitration shall be determined held in the City of New York), after deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by a third party appraiser that is selected the Company in connection therewith. The costs and expenses of the investment bank shall be borne solely by the Company and is reasonably acceptable to in the holders event of a majority of the shares of Common Stock issuable upon exercise of the Warrantsany arbitration, each party shall bear its own costs and expenses. In case any Options shall be issued in connection with the issue and sale of other securities of the Company (Company, together comprising one integral transaction in which no specific consideration is allocated to such issuances togetherOptions by the parties thereto, the “Issuance”), (x) such Options shall be deemed to have been issued for the “Option Consideration Value,” which consideration as used herein means the lesser of (i) the Option Value (as defined below) of all such Options and (ii) 25% of the total amount of cash consideration actually and deemed received determined by the Company in connection with the Issuance (including, for the avoidance of doubt, cash consideration receivable by the Company upon exercise of such Options), and (y) other securities issued or sold in such transaction shall be deemed to have been issued or sold for the greater of $0 or the difference between (I) the aggregate consideration received by the Company less any consideration paid by the Company an independent investment bank mutually acceptable to the holder of the other securities in connection with the issuance of the other securities Holder and pursuant to terms of the other securities of the Company; PROVIDED, and (II) the Option Consideration Value of such Options. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder as to the Option Value. In the event HOWEVER that the Board of Directors of the Company and the Holder are unable to agree upon the Option Value resulting from the application of the methodology described in the definition of Option Value below, the Company and the Holder shall jointly select an appraiser who is experienced have the absolute right to contest any such valuation in such mattersarbitration to be conducted by a single arbitrator acting in accordance with the Rules of the American Arbitration Association, using expedited procedures for resolution of commercial disputes, which arbitration shall be held in the City of New York. The decision costs and expenses of such appraiser shall be final and conclusive, and the cost of such appraiser investment bank shall be borne evenly solely by the Company and the Holder. If either or both of the issuance of the Options or the other securities in the Issuance is determined to be a Trigger Issuanceevent of any arbitration, then, notwithstanding anything to the contrary herein, for purposes of determination of the reduced Exercise Price pursuant to Section 9(e)(i) as a result of the Issuance: “C” each party shall equal the total number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Issuance, bear its own costs and “D” shall equal the aggregate consideration, if any, received or deemed to be received by the Company upon such Issuance less the Option Consideration Value calculated pursuant to clause (x) of this paragraph. As used herein, “Option Value” means the value of an Option based on the Black Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined using the following inputs: (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the lesser of 70% and the 30 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the Closing Sale Price of the Company’s shares on its Principal Trading Market on the Trading Day immediately prior to the date such Options are publicly announced and if not publicly announced then on the Trading Day immediately prior to the date such Options are issued and (iv) a zero cost of borrowexpenses.

Consideration for Stock. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration, which shall be consideration as determined by a third party appraiser that is selected in good faith by the Company and is reasonably acceptable to the holders of a majority of the shares of Common Stock issuable upon exercise of the WarrantsBoard. In case any Options shall be issued in connection with the issue and sale of other securities of the Company (Company, together comprising one integral transaction in which no specific consideration is allocated to such issuances togetherOptions by the parties thereto, the “Issuance”), (x) such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection therewith, other Options or Convertible Securities (the “Option Consideration Value,” which as used herein means Additional Rights”) are issued, then the lesser of (i) the Option Value (as defined below) of all such Options and (ii) 25% of the total amount of cash consideration actually and received or deemed to be received by the Company in connection with shall be reduced by the Issuance fair market value of the Additional Rights (including, for as determined using the avoidance of doubt, cash consideration receivable Black-Scholes Option Pricing Model or another method mutually agreed to by the Company upon exercise of such Optionsand the Holder), and (y) other securities issued or sold in such transaction shall be deemed to have been issued or sold for the greater of $0 or the difference between (I) the aggregate consideration received by the Company less any consideration paid by the Company to the holder of the other securities in connection with the issuance of the other securities and pursuant to terms of the other securities of the Company, and (II) the Option Consideration Value of such Options. The Board of Directors of the Company shall respond promptly, in writing, to an inquiry by the Holder as to the Option Valuefair market value of the Additional Rights. In the event that If the Board of Directors of the Company and the Holder are unable to agree upon the Option Value resulting from the application fair market value of the methodology described in the definition of Option Value belowAdditional Rights, the Company and the Holder shall jointly select an appraiser who is experienced in such mattersmatters to determine the fair market value thereof. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder. If either or both of the issuance of the Options or the other securities in the Issuance is determined to be a Trigger Issuance, then, notwithstanding anything to the contrary herein, for purposes of determination of the reduced Exercise Price pursuant to Section 9(e)(i) as a result of the Issuance: “C” shall equal the total number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Issuance, and “D” shall equal the aggregate consideration, if any, received or deemed to be received by the Company upon such Issuance less the Option Consideration Value calculated pursuant to clause (x) of this paragraph. As used herein, “Option Value” means the value of an Option based on the Black Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined using the following inputs: (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the lesser of 70% and the 30 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the Closing Sale Price of the Company’s shares on its Principal Trading Market on the Trading Day immediately prior to the date such Options are publicly announced and if not publicly announced then on the Trading Day immediately prior to the date such Options are issued and (iv) a zero cost of borrow.