Common use of Computation of Consideration Clause in Contracts

Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price. To the extent that such issuance shall be for 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 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 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, options, warrants or other rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any additional consideration payable to the Company upon exercise of such 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 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 Securities, plus the additional consideration, if any, payable to the Company upon 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 Convertible Securities in payment or satisfaction of any dividends 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 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor Borrower shall be deemed to be the amount of the cash received by the Company Borrower therefor, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are offered by the Company Borrower for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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 Borrower for and in the underwriting of, or otherwise in connection with the 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 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 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, options, warrants or other rights, as the case may beBorrower. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company Borrower for issuing such options, warrants or other rights rights, plus any the additional consideration payable to the Company Borrower upon the exercise of such 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 received by the Company Borrower for issuing options, any warrants or other rights to subscribe for or purchase such Convertible Securities, Securities plus the consideration paid or payable to the Company Borrower in respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Borrower 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 Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock equity securities other than Common Stock, Stock the Company Borrower shall be deemed to have received for such Additional Shares of Common Stock 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 Nonpreferred Stock or any Convertible Securities or any optionswarrants, warrants options or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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, the 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 Board of Directors Directors. If such determination is objected to by the Holders of Warrants evidencing a majority in number of the Company. In case any Additional Shares total number of Common Stock or any Convertible Securities or any optionsUnits at the time purchasable upon the exercise of all then outstanding Warrants, warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities determination shall be issued made by an independent appraiser chosen in connection with the manner specified in the definition of Appraised Value. The fees and expenses of any merger in which the Company issues any securities, the amount of consideration therefor appraisers shall be deemed to be the fair value, as determined in good faith paid 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 Nonpreferred Stock issuable pursuant to any optionswarrants, 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 optionswarrants, warrants options or other rights rights, plus any the additional consideration payable to the Company upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing optionsany warrants, 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of Common Nonpreferred Stock 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 Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any acquire Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and subtracting any compensation, discounts or expenses paid or incurred by 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 Board of Directors of the Company's Board. 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 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 CompanyBoard, of such portion of the assets and business of the nonsurviving corporation as such the 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 options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the additional consideration payable to the Company upon exercise of such 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 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 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 Convertible Securities in payment or satisfaction of any dividends 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 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 Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares additional shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares additional shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case 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 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 Board of Directors of the CompanyCompany (excluding therefrom any director designated by the transferee thereof). In case any Additional Shares additional shares of Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase such Additional Shares 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 CompanyCompany (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 additional shares of Common Stock, Convertible Securities, options, warrants or other rights, as the case may be. The consideration Net Consideration Per Share which may be received by the Company for any Additional Shares additional shares of Common Stock issuable pursuant to any optionswarrant, warrants option or other rights to subscribe for subscription or purchase the same right or any Convertible Securities shall be determined as follows: (i) The Net Consideration Per Share shall mean the consideration amount equal to the total amount of consideration, if any, received by the Company for issuing the issuance of such warrants, options, warrants rights or other rights plus any additional consideration payable to the Company upon exercise of such 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 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 minimum amount of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options or other rights or Convertible Securities were exercised or converted at such Net Consideration Per Share; and (ii) The Net Consideration Per Share which may be received by the Company shall be determined in each instance as of the right date of conversion issuance of warrants, options, rights or exchange Convertible Securities without giving effect to any possible future price adjustments or rate adjustments which may be applicable with respect to such warrants, options, rights or Convertible Securities and which are contingent upon future events; provided that in the case of an adjustment to be made as a result of a change in terms of such warrants, options, rights or Convertible Securities, the Net Consideration Per Share shall be recalculated as of the date of such change. In case of the issuance at any time of any Additional Shares additional shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares additional shares of Common Stock 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 additional shares of Common Stock or any Convertible Securities convertible securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares additional shares of Common Stock or any Convertible Securities convertible securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company Issuer therefor, or, if such Additional Shares additional shares of Common Stock or Convertible Securities convertible securities are offered by the Company Issuer for subscription, the subscription price, or, if such additional shares of Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and deducting any compensation, discounts or expenses paid or incurred by Issuer 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 Board of Directors of the CompanyIssuer. In any case any Additional Shares additional shares of Common Stock or any Convertible Securities convertible securities or any options, warrants or other rights to subscribe for or purchase such Additional Shares additional shares of Common Stock or Convertible Securities convertible securities shall be issued in connection with any merger in which the Company Issuer 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 CompanyIssuer, 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 additional shares of Common Stock, Convertible Securities, optionsconvertible securities, warrants or other rights, as the case may be. The consideration for any Additional Shares additional shares of Common Stock issuable pursuant to any optionsconvertible securities, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company Issuer for issuing such optionsconvertible securities, warrants or other rights plus any additional consideration payable to the Company upon exercise of such 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 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 Securities, plus the additional consideration, if any, payable to the Company Issuer upon exercise of the right of exercise, conversion or exchange in of such Convertible Securitiesconvertible securities, warrants or other rights. In case of the issuance at any time of any Additional Shares additional shares of Common Stock or Convertible Securities convertible securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company Issuer shall be deemed to have received for such Additional Shares additional shares of Common Stock 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 optionswarrants, warrants options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case 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, 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 mutually determined in good faith by the Required Holders and the 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 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 mutually determined in good faith by the Required Holders and the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the Required Holders and such Board in good faith shall mutually 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 optionswarrants, warrants options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the additional consideration payable to the Company upon exercise of such 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 consideration, if any, 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 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 Convertible Securities in payment or satisfaction of any dividends 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 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 Warrant: a) The consideration for the issue or sale of any Additional Shares of Common Stock or for the issue, sale, grant or assumption of any Options or Convertible Securities or any optionsSecurities, warrants irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed as the amount of cash received by the Company, and insofar as it consists of securities or other rights to subscribe property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or purchase any sale of Additional Shares of Common Stock and the Market Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company, any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, and (ii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities shall be issued for cash considerationare issued, the consideration received by sold, granted or assumed together with other stock or securities or other assets of the Company therefor for a consideration which covers both, shall be the amount proportion of the cash received by the Company thereforsuch consideration so received, orcomputed as provided in clause (i) above, if allocable to such Additional Shares of Common Stock or Options or Convertible Securities are offered by Securities, as the Company for subscriptioncase may be, the subscription price. To the extent that such issuance shall be for 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 all as determined in good faith by the 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 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 . b) All Additional Shares of Common Stock, Options or Convertible Securities, options, warrants Securities issued in payment of any dividend or other rights, as distribution on any class of stock of the case may be. The consideration for any Company and all Additional Shares of Common Stock issuable issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to any optionsSection 2D, warrants or other rights relating to subscribe for or purchase the same Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the consideration total amount, if any, received and receivable by the Company as consideration for issuing such optionsthe issue, warrants sale, grant or other rights assumption of the Options or Convertible Securities in question, plus any the minimum aggregate amount of additional consideration (as set forth in the instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise in full of such Options or the conversion or exchanges of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such options, warrants or other rights. The consideration Options for any Additional Shares of Common Stock issuable pursuant to the terms of any Convertible Securities shall be and the consideration received by the Company for issuing options, warrants conversion 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 exchange of such Convertible Securities, plus in each case computing such consideration as provided in the additional considerationforegoing subsection (a),by (ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, if any, payable without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the Company upon exercise of such Options or the right of conversion or exchange in of such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends 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 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price. 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 Board of Directors of the CompanyBoard. 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 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 CompanyBoard, of such portion of the assets and business of the nonsurviving corporation as such the 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 options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the additional consideration payable to the Company upon exercise of such 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 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 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 rime of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends 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 Convertible Securities a 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 Convertible Securities or any optionswarrants, warrants options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued solely for cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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, the 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 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 provided that if such determination is objected to subscribe for or purchase by the Holder, such Additional Shares of Common Stock or Convertible Securities determination 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 made by the 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, 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 optionswarrants, 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 optionswarrant, warrants options or other rights rights, plus any the additional consideration payable to the Company upon the exercise of such optionswarrants, 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 optionsany warrants, warrants options or other rights to subscribe for or purchase such Convertible SecuritiesSecurities (if any), 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 Convertible Securities in payment or satisfaction of any dividends 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 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 Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Common Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Common Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Common Shares or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case 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, 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 Board of Directors of the CompanyBoard. In case any Additional Common Shares of Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase such Additional Common 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 reasonably determined in good faith by the Board of Directors of the CompanyBoard, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall reasonably determine to be attributable to such Additional Shares of Common StockShares, Convertible Securities, options, warrants or other rights, as the case may be. The consideration for any Additional Common Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the lowest amount of additional consideration payable to the Company upon exercise of such options, warrants or other rights. The consideration for any Additional Common Shares of Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration consideration, if any, 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 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 Securities. In case of the issuance at any time of any Additional Common Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common StockShares, the Company shall be deemed to have received for such Additional Common Shares of Common Stock 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 Nonpreferred Stock or any Convertible Securities or any optionswarrants, warrants options or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company Issuer therefor shall be deemed to be the amount of the cash received by the Company Issuer therefor, or, if such Additional Shares of Common Nonpreferred Stock or Convertible Securities are offered by the Company Issuer for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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 Issuer for and in the underwriting of, or otherwise in connection with, the 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 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 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, options, warrants or other rights, as the case may beIssuer. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to any optionswarrants, warrants options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Issuer for issuing such optionswarrants, warrants options or other rights rights, plus any the additional consideration payable to the Company Issuer upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Issuer for issuing optionsany warrants, warrants options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company Issuer in respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Issuer 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Nonpreferred Stock, the Company Issuer shall be deemed to have received for such Additional Shares of Common Nonpreferred Stock 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 Nonpreferred Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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, the 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 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 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, options, warrants or other rights, as the case may be. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to any 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 options, warrants or other rights rights, plus any the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing options, 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, 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of Common Nonpreferred Stock or Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any shares of Additional Shares of Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any shares of Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such shares of Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares of Additional Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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, the 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 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 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, options, warrants or other rights, as the case may be. The consideration for any shares of Additional Shares of Common Stock issuable pursuant to any 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 options, warrants or other rights rights, plus any the additional consideration payable to the Company upon the exercise of such 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 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 xi 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 conversion, exercise or exchange in such Convertible Securities. In case of the issuance at any time of any shares of Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Stockcommon stock, the Company shall be deemed to have received for such shares of Additional Shares of Common Stock 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 Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case 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 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 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 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, options, warrants or other rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the additional consideration payable to the Company upon exercise of such 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 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 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 Convertible Securities in payment or satisfaction of any dividends 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 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 Stock, any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock Options or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company Warrant Agreement ----------------- therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock Stock, Options or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock, Options or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price. To the extent that such issuance or sale shall be for 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 issuance, as reasonably determined in good faith by the 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 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, options, warrants or other rights, as the case may beBoard. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights Option to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing the sale or issuance of such options, warrants or other rights Option plus any the additional consideration payable to the Company upon the exercise of such options, warrants or other rightsthereof in full. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any 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 for, sale or purchase issuance of such Convertible Securities, Securities plus the additional consideration, if any, consideration payable to the Company upon exercise of the right of conversion or exchange thereof in such Convertible Securitiesfull. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends dividend 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 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued or sold for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, ; if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the consideration shall be deemed to be the subscription price; or, if such Additional Shares of Common Stock or Convertible Securities are issued or sold to 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 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, 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 Board of Directors of the Company. In case If 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 connection with any merger in which the Company as the surviving corporation issues any securities, the amount of consideration therefor shall be deemed to be the fair valuevalue 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, 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 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 options, warrants or other rights rights, plus any the additional consideration payable to the Company upon the exercise of such 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 received by the Company for issuing options, 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 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 Securities. In the case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends upon 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 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 Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities Equivalents shall be issued for a cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company Corporation therefor, ; or, if such Additional Shares of Common Stock or Convertible Securities Common Stock Equivalents are offered by the Company Corporation for subscription, the subscription price. To the extent that such issuance shall be for consideration other than cash; or, 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 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 if such Additional Shares of Common Stock or Convertible Securities shall be issued Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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 Corporation for or in connection with any merger the underwriting thereof or otherwise in which connection with 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, options, warrants or other rights, as the case may beissue thereof. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same Common Stock Equivalents shall be the consideration received by the Company Corporation for issuing such optionsCommon Stock Equivalents, warrants or other rights plus any the additional consideration payable to the Company Corporation upon exercise of such optionsthe exercise, 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 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 Securities, plus the additional consideration, if any, payable to the Company upon 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 Convertible Securities Common Stock Equivalents in payment or satisfaction of any dividends dividend upon any class of stock Stock other than Common Stock, the Company Corporation shall be deemed to have received for such Additional Shares of Common Stock 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 of Directors of the Corporation shall 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 prior to payment or accepting receipt thereof. If, within thirty (30) days after receipt of said notice, the Holder shall notify the Board of Directors of the Corporation in writing of its objection to such determination, a determination of fair market value of such consideration shall be made by an appraiser selected by the Corporation and approved by the Holder. If the Corporation and the Holder are unable to agree on the selection of an appraiser, the issue of selection of an appraiser shall be submitted to the American Arbitration Association.

Computation of Consideration. To For the extent that purposes of this Warrant: a) The consideration for the issue or sale of any Additional Shares of Common Stock or for the issue, sale, grant or assumption of any Options or Convertible Securities or any optionsSecurities, warrants irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed as the amount of cash received by the Company, and insofar as it consists of securities or other rights to subscribe property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or purchase any sale of Additional Shares of Common Stock and the Market Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company, any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, and (ii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities shall be issued for cash considerationare issued, the consideration received by sold, granted or assumed together with other stock or securities or other assets of the Company therefor for a consideration which covers both, shall be the amount proportion of the cash received by the Company thereforsuch consideration so received, orcomputed as provided in clause (i) above, if allocable to such Additional Shares of Common Stock or Options or Convertible Securities are offered by Securities, as the Company for subscriptioncase may be, the subscription price. To the extent that such issuance shall be for 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 all as determined in good faith by the 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 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 . b) All Additional Shares of Common Stock, Options or Convertible Securities, options, warrants Securities issued in payment of any dividend or other rights, as distribution on any class of stock of the case may be. The consideration for any Company and all Additional Shares of Common Stock issuable issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to any optionsSection 2D, warrants or other rights relating to subscribe for or purchase the same Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the consideration total amount, if any, received and receivable by the Company as consideration for issuing such optionsthe issue, warrants sale, grant or other rights plus any assumption of the Options or Convertible Securities in question, PLUS the minimum aggregate amount of additional consideration (as set forth in the instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise in full of such Options or the conversion or exchanges of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such options, warrants or other rights. The consideration Options for any Additional Shares of Common Stock issuable pursuant to the terms of any Convertible Securities shall be and the consideration received by the Company for issuing options, warrants conversion 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 exchange of such Convertible Securities, plus in each case computing such consideration as provided in the additional considerationforegoing subsection (a),by (ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, if any, payable without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the Company upon exercise of such Options or the right of conversion or exchange in of such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends 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 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company Corporation therefor shall be the amount of the cash received by the Company Corporation therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company Corporation for subscription, the subscription price, or, if such Additional Shares of Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and any compensation, discounts or expenses paid or incurred by the Corporation for and in the underwriting of, or otherwise in connection 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 Board of Directors of the CompanyCorporation. 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 connection with any merger in which the Company Corporation 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 CompanyCorporation, 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 options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company Corporation for issuing such options, warrants or other rights plus any the additional consideration payable to the Company Corporation upon exercise of such 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 received by the Company Corporation for issuing options, 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 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 Convertible Securities in payment or satisfaction of any dividends upon 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 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case 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 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 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 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 with 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 options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the additional consideration payable to the Company upon exercise of such 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 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 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 Convertible Securities in payment or satisfaction of any dividends 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 Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. Subject to Section 3.8(e): (i) To the extent that any Additional Shares of Common Stock or Stock, any Convertible Securities or any options, warrants or other rights Rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued or deemed to be for cash consideration, the consideration received or deemed to be received by the Company Corporation therefor shall be the net amount of the cash received or deemed to be received by the Company thereforCorporation therefor (in any such case subtracting any amounts received in respect of accrued interest, oraccrued dividends or other similar amounts which the Corporation may be obligated to pay to the holders thereof in the future and any compensation, if such Additional Shares of Common Stock discounts or Convertible Securities are offered expenses paid or incurred by the Company for subscription, Corporation in connection with the subscription price. issuance thereof). (ii) To the extent that such issuance or deemed 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 or deemed issuance as determined in good faith by the Board of Directors of the Company. Board. (iii) In case any Additional Shares of Common Stock or Stock, any Convertible Securities or any options, warrants or other rights Rights to subscribe for for, purchase or purchase such otherwise acquire Additional Shares of Common Stock or Convertible Securities shall be issued or deemed to be issued in connection with any merger in which the Company issues any securitiesmerger, consolidation, share exchange or similar transaction, the amount of consideration therefor shall be deemed to be the fair valueFair Market Value, as determined in good faith by the Board of Directors of the CompanyBoard, of such portion of the assets and business of the nonsurviving corporation as such the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, options, warrants or other rightsRights, as the case may be. (iv) In case any Additional Shares of Common Stock, any Convertible Securities or any Rights to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock or Convertible Securities are issued or deemed to be issued in combination with each other or with any other securities or property in connection with any transaction in which the Corporation receives cash, securities, property or other consideration, or any combination of the foregoing, then the amount of consideration therefor shall be deemed to be such portion of the cash, securities, property and other consideration received by the Corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities or Rights, as the case may be, with any noncash consideration being valued at its Fair Market Value as determined by the Board in good faith. The consideration for any Additional Shares of Common Stock issuable or deemed to be issuable pursuant to any options, warrants or other rights Rights to subscribe for for, purchase or purchase otherwise acquire the same shall be the consideration received or deemed to be received by the Company Corporation for issuing such optionsRights plus the minimum additional consideration, warrants if any, paid or other rights plus any additional consideration payable to the Company Corporation upon the exercise or deemed exercise of such options, warrants or other rights. Rights. (v) The consideration for any Additional Shares of Common Stock issued or issuable pursuant to the terms of any Convertible Securities covered by any Rights to subscribe for, purchase or otherwise acquire such Convertible Securities shall be the consideration received or deemed to be received by the Company Corporation for issuing options, warrants or other rights to subscribe for or purchase such Convertible SecuritiesRights, plus the consideration minimum additional consideration, if any, paid or payable to the Company Corporation in respect of the subscription for for, purchase or purchase other acquisition of such Convertible Securities, plus the minimum additional consideration, if any, paid or payable to the Company Corporation upon the exercise or deemed exercise of the right of conversion or exchange in such Convertible Securities. In case of the issuance at any time of . (vi) The consideration for any Additional Shares of Common Stock issuable or deemed to be issuable pursuant to the terms of any Convertible Securities, other than any covered by any Rights to subscribe for, purchase or acquire the same, shall be the consideration received or deemed to be received by the Corporation for issuing such Convertible Securities plus the minimum additional consideration, if any, paid or payable to the Corporation upon the exercise of the right of conversion or exchange in such Convertible Securities. (vii) For all purposes of this Article III, all Rights or Convertible Securities in payment issued or satisfaction deemed to be issued to directors, officers, employees or consultants of the Corporation or any dividends upon any class of stock other than Common Stock, the Company Subsidiary shall be deemed to have received be issued for such Additional Shares of Common Stock or Convertible Securities a no consideration equal except to the amount of such dividend so paid extent the Corporation receives in exchange for the issuance thereof consideration other than services rendered or satisfiedto be rendered.

Computation of Consideration. To the extent that any Additional Shares of Common Nonpreferred Stock or any Convertible Securities or any optionswarrants, warrants options or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company Issuer therefor shall be deemed to be the amount of the cash received by the Company Issuer therefor, or, if such Additional Shares of Common Nonpreferred Stock or Convertible Securities are offered by the Company Issuer for subscription, the subscription price, or, if such Additional Shares 10 108 of Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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 Issuer for and in the underwriting of, or otherwise in connection with, the 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 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 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, options, warrants or other rights, as the case may beIssuer. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to any optionswarrants, warrants options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Issuer for issuing such optionswarrants, warrants options or other rights rights, plus any the additional consideration payable to the Company Issuer upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Issuer for issuing optionsany warrants, warrants options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company Issuer in respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Issuer 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Nonpreferred Stock, the Company Issuer shall be deemed to have received for such Additional Shares of Common Nonpreferred Stock 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 Nonpreferred Stock or any Convertible Securities or any optionswarrants, warrants options or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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, the 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 Board of Directors of the Company. In case any Additional Shares If such determination is objected to by the holders of Common Warrants evidencing a majority in number of the total number of Stock or any Convertible Securities or any optionsUnits at the time purchasable upon the exercise of all then outstanding Warrants, warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities determination shall be issued made by an independent appraiser chosen in connection with the manner specified in the definition of Appraised Value. The fees and expenses of any merger in which appraisers shall be shared equally by such objecting holders (as to one-half) and the Company issues any securities, the amount of consideration therefor shall be deemed (as 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, options, warrants or other rights, as the case may beone-half). The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to any optionswarrants, 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 optionswarrants, warrants options or other rights rights, plus any the additional consideration payable to the Company upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing optionsany warrants, 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of Common Nonpreferred Stock 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 shares of Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares additional shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares additional shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case 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 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 Board of Directors of the CompanyCompany (excluding therefrom any director designated by the transferee thereof). In case any Additional Shares additional shares of Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase such Additional Shares 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 CompanyCompany (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 additional shares of Common Stock, Convertible Securities, options, warrants or other rights, as the case may be. The consideration Net Consideration Per Share which may be received by the Company for any Additional Shares additional shares of Common Stock issuable pursuant to any optionswarrant, warrants option or other rights to subscribe for subscription or purchase the same right or any Convertible Securities shall be determined as follows: (i) The Net Consideration Per Share shall mean the consideration amount equal to the total amount of consideration, if any, received by the Company for issuing the issuance of such warrants, options, warrants tights or other rights Convertible Securities, plus the minimum amount of consideration. if any additional consideration payable to the Company upon exercise or conversion thereof, divided by the aggregate number of such options, warrants or other rights. The consideration for any Additional Shares shares of Common Stock issuable pursuant to the terms of any that would be issued if all such warrants, options or other rights or Convertible Securities shall were exercised or converted at such Net Consideration Per Share; and (ii) The Net Consideration Per Share which may be the consideration received by the Company for issuing shall be determined in each instance as of the date of issuance of warrants, options. rights or Convertible Securities without giving effect to any possible future price adjustments or rate adjustments which may be applicable with respect to such warrants. options, warrants rights or other Convertible Securities and which are contingent upon future events; provided that in the case of an adjustment to be made as a result of a change in terms of such warrants, options, rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect Net Consideration Per Share shall be recalculated as of the subscription for or purchase date of such Convertible Securities, plus the additional consideration, if any, payable to the Company upon exercise of the right of conversion or exchange in such Convertible Securitieschange. In case of the issuance at any time of any Additional Shares additional shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares additional shares of Common Stock 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 Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any acquire Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and subtracting any compensation, discounts or expenses paid or incurred by 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 Board of Directors of the Company’s Board. 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 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 CompanyBoard, of such portion of the assets and business of the nonsurviving corporation as such the 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 options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the additional consideration payable to the Company upon exercise of such 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 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 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 Convertible Securities in payment or satisfaction of any dividends 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 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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, 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 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 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, options, warrants or other rights, as the case may beBoard. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to any 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 options, warrants or other rights rights, plus any the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing options, 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, 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of Common Nonpreferred Stock or 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 Warrant: a) The consideration for the issue or sale of any Additional Shares of Common Stock or for the issue, sale, grant or assumption of any Options or Convertible Securities or any optionsSecurities, warrants irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed as the amount of cash received by the Company, and insofar as it consists of securities or other rights to subscribe property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or purchase any sale of Additional Shares of Common Stock and the Market Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company, any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or other performing similar services and any accrued interest or dividends in connection with such issue or sale, and (ii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities shall be issued for cash considerationare issued, the consideration received by sold, granted or assumed together with other stock or securities or other assets of the Company therefor for a consideration which covers both, shall be the amount proportion of the cash received by the Company thereforsuch consideration so received, orcomputed as provided in clause (i) above, if allocable to such Additional Shares of Common Stock or Options or Convertible Securities are offered by Securities, as the Company for subscriptioncase may be, the subscription price. To the extent that such issuance shall be for 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 all as determined in good faith by the 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 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 . b) All Additional Shares of Common Stock, Options or Convertible Securities, options, warrants Securities issued in payment of any dividend or other rights, as distribution on any class of stock of the case may be. The consideration for any Company and all Additional Shares of Common Stock issuable issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to any optionsSection 2C, warrants or other rights relating to subscribe for or purchase the same Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the consideration total amount, if any, received and receivable by the Company as consideration for issuing such optionsthe issue, warrants sale, grant or other rights plus any assumption 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 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, warrants or other rights. The consideration Options for any Additional Shares of Common Stock issuable pursuant to the terms of any Convertible Securities shall be and the consideration received by the Company for issuing options, warrants conversion 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 exchange of such Convertible Securities, plus in each case computing such consideration as provided in the additional considerationforegoing subsection (a), if anyby (ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, payable without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the Company upon exercise of such Options or the right of conversion or exchange in of such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends 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 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued or sold for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, ; if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the consideration shall be deemed to be the subscription price; or, if such Additional Shares of Common Stock or Convertible Securities are issued or sold to underwriters or dealers for public offering without a subscription offering, the consideration shall be deemed to be the initial public offering price, in any such case 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, 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 Board of Directors of the Company. In case If 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 connection with any merger in which the Company as the surviving corporation issues any securities, the amount of consideration therefor shall be deemed to be the fair valuevalue 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, 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 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 options, warrants or other rights rights, plus any the additional consideration payable to the Company upon the exercise of such 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 received by the Company for issuing options, 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 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 Securities. In the case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends upon 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 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 Stock, any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock Options or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock Stock, Options or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional WARRANT AGREEMENT Shares of Common Stock, Options or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price. To the extent that such issuance or sale shall be for 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 issuance, as reasonably determined in good faith by the 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 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, options, warrants or other rights, as the case may beBoard. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights Option to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing the sale or issuance of such options, warrants or other rights Option plus any the additional consideration payable to the Company upon the exercise of such options, warrants or other rightsthereof in full. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any 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 for, sale or purchase issuance of such Convertible Securities, Securities plus the additional consideration, if any, consideration payable to the Company upon exercise of the right of conversion or exchange thereof in such Convertible Securitiesfull. In case of the issuance at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends dividend 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 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 options, warrants or other rights Rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be are issued for cash consideration (including pursuant to a private placement of such Additional Shares or Convertible Securities), the consideration received by Company therefor shall equal the amount of such cash consideration, or, if such Additional Shares or Convertible Securities are offered by Company for subscription, the subscription price, or, if such Additional Shares or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the consideration received by the Company therefor shall be equal the amount of public offering price or the cash price received in a private placement as provided for above thereof, as applicable.(in any such case 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 therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscriptionand in the underwriting of, or otherwise in connection with, the subscription priceissuance 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 Board of Directors of the Companyand supported by an opinion from an Independent Financial Expert. In case any Additional Shares of Common Stock or any Convertible Securities or any options, warrants or other rights 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 where 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 of Directors of the Company, and supported by an opinion from an Independent Financial Expert of such portion of the assets and business of the nonsurviving corporation as such the Board in good faith shall determine to be attributable to such Additional Shares of Common StockShares, 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 options, warrants or other rights Rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the additional consideration payable to the Company upon exercise of such 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 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 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 If any Additional Shares or Convertible Securities are issued at any time of any Additional Shares of Common Stock or Convertible Securities in payment or satisfaction of any dividends distributions upon any class of stock Shares other than Common StockShares, the Company shall be deemed to have received for such Additional Shares of Common Stock or 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price. 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 Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible 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 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, options, warrants or other rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the additional consideration payable to the Company upon exercise of such 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 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 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 Convertible Securities in payment or satisfaction of any dividends 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 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company Corporation therefor shall be deemed to be the amount of the cash received by the Company Corporation therefor, or, if such Additional Shares of Common Stock or Convertible Securities or options, warrants or other rights are offered by the Company Corporation for subscription, the subscription price, or, if such Additional Shares of Common Stock or Convertible Securities or options, warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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 Corporation for and in the underwriting thereof, or otherwise in connection with the 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 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 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, options, warrants or other rights, as the case may beCorporation. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company Corporation for issuing such options, warrants or other rights rights, plus any the additional consideration payable to the Company Corporation upon the exercise of such 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 received by the Company Corporation for issuing any options, warrants or other rights to subscribe for or purchase such Convertible Securities, Securities plus the consideration paid or payable to the Company Corporation in respect of the subscription for or purchase of such Convertible 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 Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock equity securities other than Common Stockstock, the Company Corporation shall be deemed to have received for such Additional Shares of Common Stock 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 Other Stock or any Convertible Securities or any optionswarrants, warrants options or other rights to subscribe for or purchase any Additional Shares of Common Other Stock or any Convertible Securities shall be issued solely for cash consideration, the consideration received by the Company Corporation therefor shall be deemed to be the amount of the cash received by the Company Corporation therefor, or, if such Additional Shares of Common Other Stock or Convertible Securities are offered by the Company Corporation for subscription, the subscription price, or, if such Additional Shares of Other Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case 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 Corporation for and in the underwriting of, or otherwise in connection with, the 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 Corporation'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 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, options, warrants or other rights, as the case may beDirectors. The consideration for any Additional Shares of Common Other Stock issuable pursuant to any optionswarrants, 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 optionswarrant, warrants options or other rights rights, plus any the additional consideration payable to the Company Corporation upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any Additional Shares of Common Other Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Corporation for issuing optionsany warrants, 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 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 Convertible Securities in payment or satisfaction of any dividends 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 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 options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Nonpreferred Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, 52 discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the 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 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 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, options, warrants or other rights, as the case may be. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to any 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 options, warrants or other rights rights, plus any the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any Additional Shares of Common Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing options, 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, 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividends dividend upon any class of stock other than Common Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of Common Nonpreferred Stock 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 Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor therefore shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the subscription pricetherefore. 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 Board of Directors of the CompanyBoard. 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 connection with any merger in which the Company issues any securities, the amount of consideration therefor therefore shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the CompanyBoard, of such portion of the assets and business of the nonsurviving non-surviving corporation as such the 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 options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such options, warrants or other rights plus any the additional consideration payable to the Company upon exercise of such 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 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 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 Convertible Securities in payment or satisfaction of any dividends 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 Convertible Securities a 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 Convertible Securities Common Stock Equivalents (or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities therefor) shall be issued for cash consideration, the consideration received by the Company Issuer therefor shall be the amount of the cash received by the Company Issuer therefor, or, if such Additional Shares of Common Stock 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, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the consideration received by the Issuer shall be the initial public offering price (in any such case 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 Issuer 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 Board of Directors of the CompanyIssuer. In case any Additional Shares of Common Stock or any Convertible Securities Common Stock Equivalents (or any options, warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities therefor) shall be issued in connection with any merger in which the Company Issuer 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 Companyissuer, 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 SecuritiesCommon Stock Equivalents, options, or any warrants or other rightsrights therefor, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company Issuer for issuing such options, warrants or other rights plus any the additional consideration payable to the Company Issuer upon exercise of such 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 Company Issuer for issuing options, warrants or other rights to subscribe for or purchase such Convertible SecuritiesCommon 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 Convertible Securities Common Stock Equivalents in payment or satisfaction of any dividends upon 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 Convertible Securities Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied.