Common use of Computation of Consideration Clause in Contracts

Computation of Consideration. To the extent that any Additional Shares of Nonpreferred Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of 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 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. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of 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 Nonpreferred Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any shares of Additional Shares of 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 shares of Additional Shares of Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares of 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. The consideration for any shares of Additional Shares of 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, plus 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 Nonpreferred 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stockcommon stock, the Company shall be deemed to have received for such shares of Additional Shares of 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Nonpreferred 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 Nonpreferred 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 without 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 issue 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. If any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company as the surviving corporation issues any securities, the consideration therefor shall be deemed to be the fair value of the portion of the assets and business of the nonsurviving corporation attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as determined in good faith by the Board of Directors of the Company. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing or selling such warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing or selling any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock of the Company other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Additional Shares of Nonpreferred Common 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 Nonpreferred 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 the any additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any Additional Shares of Nonpreferred 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 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Nonpreferred 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 Nonpreferred 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 Company Borrower for and in the underwriting of, or otherwise in connection with, 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 CompanyBorrower. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Borrower for issuing such warrants or other rights, plus the additional consideration payable to the Company Borrower upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Borrower for issuing 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock equity securities other than Nonpreferred Stock, Common Stock the Company Borrower shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of 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 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. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Stock or Common Stock, any Convertible Securities or any warrants or other rights Rights to subscribe for or purchase any Additional Shares of Nonpreferred Common Stock or any Convertible Securities shall be issued or deemed to be for a cash consideration, the consideration received or deemed to be received by the Company Corporation therefor shall be deemed to be the net amount of the cash received or deemed to be received by the Company therefor, or, if such Additional Shares of 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, Corporation therefor (in any such case excluding subtracting any amounts paid or receivable for received in respect of accrued interest or interest, accrued dividends or other similar amounts which the Corporation may be obligated to pay to the holders thereof in the future and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise Corporation in connection with, with the issue 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 Board. (iii) In case any Additional Shares of Directors Common Stock, any Convertible Securities or any Rights to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock or Convertible Securities shall be issued or deemed to be issued in connection with any merger, consolidation, share exchange or similar transaction, the amount of consideration therefor shall be deemed to be the Fair Market Value, as determined in good faith by the Board, of such portion of the Companyassets and business of the nonsurviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, or Rights, 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 Nonpreferred Common Stock issuable or deemed to be issuable pursuant to any warrants or other rights Rights to subscribe for for, purchase or purchase otherwise acquire the same shall be the consideration received or receivable deemed to be received by the Company Corporation for issuing such warrants or other rights, Rights plus the minimum additional consideration consideration, if any, paid or payable to the Company Corporation upon the exercise or deemed exercise of such warrants or other rights. Rights. (v) The consideration for any Additional Shares of Nonpreferred 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 receivable deemed to be received by the Company Corporation for issuing any 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. (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. In case . (vii) For all purposes of the issuance at any time of any Additional Shares of Nonpreferred Stock 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 dividend upon any class of stock other than Nonpreferred Stock, the Company Subsidiary shall be deemed to have received be issued for such Additional Shares of Nonpreferred 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 Nonpreferred Stock or any Convertible Securities or any warrants warrants, options or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Stock or any Convertible Securities shall be issued for a 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 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 Company 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 CompanyIssuer. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants 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 warrants warrants, options or other rights, plus the additional consideration payable to the Company Issuer upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Issuer for issuing any 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company Issuer shall be deemed to have received for such Additional Shares of 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Stock or any acquire 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 Nonpreferred Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by Company’s Board. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Directors of Common Stock, Convertible Securities, warrants or other rights, as the Companycase may be. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Common Shares of 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 Common Shares of Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Common 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, price (in any such case excluding subtracting (x) any amounts paid or receivable for accrued interest or accrued dividends and without deduction of (y) any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue 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 Board. In case any Additional Common Shares or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Common Shares or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of Directors consideration therefor shall be deemed to be the fair value, as reasonably determined in good faith by the Board, of such portion of the Companyassets and business of the nonsurviving corporation as such Board in good faith shall reasonably determine to be attributable to such Additional Common Shares, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Common Shares of Nonpreferred Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the lowest amount of additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Common Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration consideration, if any, received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred StockCommon Shares, the Company shall be deemed to have received for such Additional Common Shares of 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 Nonpreferred Common Stock or any Convertible Securities Common Stock Equivalents (or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Stock or any Convertible Securities therefor) shall be issued for a 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 Nonpreferred 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 Nonpreferred Common Stock or Convertible Securities 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, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company Issuer for and in the underwriting of, or otherwise in connection with, the issue 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 Common Stock Equivalents (or any warrants or other rights therefor) shall be issued in connection with any merger in which the 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 issuer, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Common Stock Equivalents, or any warrants or other rights therefor, as the case may be. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Issuer for issuing such warrants or other rights, rights plus the additional consideration payable to the Company Issuer upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities Common Stock Equivalents shall be the consideration received or receivable by the Company Issuer for issuing any 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 Nonpreferred Common Stock or Convertible Securities Common Stock Equivalents in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company Issuer shall be deemed to have received for such Additional Shares of Nonpreferred Common Stock or Convertible Securities Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Additional Shares of 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 market value of such consideration at the time of such issuance as determined in good faith by the Board Board. In case any Additional Shares of Directors Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board, of such portion of the Companyassets and business of the nonsurviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 additional shares of Nonpreferred Common Stock or any Convertible Securities convertible securities or any warrants or other rights to subscribe for or purchase any Additional Shares additional shares of Nonpreferred Common Stock or any Convertible Securities 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 Issuer therefor, or, if such Additional Shares additional shares of Nonpreferred Common Stock or Convertible Securities convertible securities are offered by the Company Issuer for subscription, the subscription price, or, if such Additional Shares additional shares of Nonpreferred Common Stock or Convertible Securities convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of deducting any compensation, discounts or expenses paid or incurred by the Company Issuer for and in the underwriting of, or otherwise in connection with, the issue 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 of Common Stock or any convertible securities or any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or convertible securities shall be issued in connection with any merger in which the Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board shall determine to be attributable to such additional shares of Common Stock, convertible securities, warrants or other rights, as the case may be. The consideration for any Additional Shares additional shares of Nonpreferred Common Stock issuable pursuant to any convertible securities, warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Issuer for issuing such warrants or other rightsconvertible securities, plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Issuer upon the 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 Nonpreferred Common Stock or Convertible Securities convertible securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company Issuer shall be deemed to have received for such Additional Shares additional shares of Nonpreferred Common Stock or Convertible Securities convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To For the extent that purposes of this Warrant: a) The consideration for the issue or sale of any Additional Shares of Nonpreferred Common Stock or for the issue, sale, grant or assumption of any Options or Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares Securities, irrespective of Nonpreferred Stock or any Convertible Securities the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be computed as the amount of the cash received by the Company thereforCompany, and insofar as it consists of securities or other 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 sale of Additional Shares of Nonpreferred Common Stock or Convertible Securities are offered by and the Company for subscriptionMarket Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the subscription price, or, if Market Price of 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 priceCommon Stock), in each case without deducting 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 Company, any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or other performing similar services and in the underwriting of, any accrued interest or otherwise dividends in connection withwith such issue or sale, and (ii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the issue thereof. To the extent that such issuance shall be Company for a consideration other than cashwhich covers both, then, except as herein otherwise expressly provided, shall be the amount proportion of such consideration shall be deemed so received, computed as provided in clause (i) above, allocable to be such Additional Shares of Common Stock or Options or Convertible Securities, as the fair value of such consideration at the time of such issuance case may be, all as determined in good faith by the Board of Directors of the Company. The consideration for any . b) All Additional Shares of Nonpreferred Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the 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 warrants or other rights Section 2C, 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 or and receivable by the Company as consideration for issuing such warrants the issue, sale, grant or other rightsassumption of the Options or Convertible Securities in question, plus 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 warrants Options or other rights. The consideration for any Additional Shares the conversion or exchange of Nonpreferred Stock issuable pursuant to the terms of any such Convertible Securities shall be or, in the consideration received or receivable by the Company case of Options for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid exercise of such Options for Convertible Securities and the conversion 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 the Company any provision contained therein for a subsequent adjustment of such number) issuable upon the 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares additional shares of Nonpreferred 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 Additional Shares additional shares of Nonpreferred Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares additional shares of Nonpreferred Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue 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. The consideration for Company (excluding therefrom any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable director designated by the Company for issuing such warrants transferee thereof). In case any additional shares of Common Stock or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect additional shares 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 Nonpreferred Common Stock or Convertible Securities shall be issued in payment or satisfaction of connection with any dividend upon merger in which Company issues any class of stock other than Nonpreferred Stocksecurities, the Company amount of consideration therefor shall be deemed to have be the fair value, as determined in good faith by the Board of Directors of the Company (excluding therefrom any director designated by the transferee thereof for the purpose of voting on such matter but not for the purpose of determining whether a quorum is present at such meeting), of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The Net Consideration Per Share which may be received by the Company for such Additional Shares any additional shares of Nonpreferred Common Stock issuable pursuant to any warrant, option or other subscription or purchase right or any Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.shall be determined as follows:

Computation of Consideration. To the extent that any Additional Shares of Nonpreferred Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Nonpreferred Stock or Convertible Securities are offered by the Company Corporation 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, price (in any such case excluding subtracting 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 Corporation for and in the underwriting of, or otherwise in connection with, the issue 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 Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Stock or Convertible Securities shall be issued in connection with any merger in which the 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 Corporation, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Corporation for issuing such warrants or other rights, rights plus the additional consideration payable to the Company Corporation upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Corporation for issuing any 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company Corporation shall be deemed to have received for such Additional Shares of 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 Nonpreferred Stock or any Convertible Securities or any warrants warrants, options or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Stock or any Convertible Securities shall be issued for a 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 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 Company 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 CompanyIssuer. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants 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 warrants warrants, options or other rights, plus the additional consideration payable to the Company Issuer upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Issuer for issuing any 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company Issuer shall be deemed to have received for such Additional Shares of 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 Nonpreferred Common Stock or any Convertible Securities or any warrants warrants, options or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Additional Shares of Nonpreferred Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of 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 issue 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 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, warrants or other rights, as the case may be. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration consideration, if any, received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Additional Shares of Nonpreferred Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue 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 Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which 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 Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good with shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of 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 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 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 CompanyBoard. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Additional Shares of Nonpreferred Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue 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 Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which 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 Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Other Stock or any Convertible Securities or any warrants warrants, options or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Other Stock or any Convertible Securities shall be issued solely 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 Nonpreferred Other Stock or Convertible Securities are offered by the Company Corporation for subscription, the subscription price, or, if such Additional Shares of Nonpreferred 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 dividends, and without deduction of after deductions for any compensation, discounts underwriting discounts, placement fees or expenses funding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Company Corporation for and in the underwriting of, or otherwise in connection with, 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 CompanyDirectors. The consideration for any Additional Shares of Nonpreferred Other Stock issuable pursuant to any warrants 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 warrants warrant, options or other rights, plus the additional consideration payable to the Company Corporation upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Nonpreferred Other Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Corporation for issuing any 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of 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 Nonpreferred Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Nonpreferred 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 Nonpreferred 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 Company Corporation for and in the underwriting ofthereof, or otherwise in connection with, 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 CompanyCorporation. The consideration for any Additional Shares of Nonpreferred 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 Corporation for issuing such options, warrants or other rights, plus 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 Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock equity securities other than Nonpreferred StockCommon stock, the Company Corporation shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Stock or any Convertible Securities or any warrants warrants, options or other rights to subscribe for or purchase any Additional Shares of 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 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 total number of Stock Units at the time purchasable upon the exercise of all then outstanding Warrants, such determination shall be made by an independent appraiser chosen in the manner specified in the definition of Appraised Value. The fees and expenses of any appraisers shall be paid by the Company. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of 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 Nonpreferred Stock or Common Stock, any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Stock Options 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 Nonpreferred Stock Common Stock, Options or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional WARRANT AGREEMENT Shares of Nonpreferred Stock Common Stock, Options 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 or sale shall be for a consideration other than cash, then, except as herein otherwise expressly provided, then the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance issuance, as reasonably determined in good faith by the Board of Directors of the CompanyBoard. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any 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 warrants or other rights, Option plus the additional consideration payable to the Company upon the exercise of such warrants or other rightsthereof in full. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 the 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Stock or any Convertible Securities or any warrants or other rights Rights to subscribe for or purchase any Additional Shares of Nonpreferred Stock or any Convertible Securities shall be are issued for cash consideration (including pursuant to a cash considerationprivate placement of such Additional Shares or Convertible Securities), the consideration received by the Company therefor shall be deemed to be equal the amount of the such cash received by the Company thereforconsideration, or, if such Additional Shares of 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 consideration received by the Company therefor shall equal the public offering priceprice or the price received in a private placement as provided for above thereof, in as applicable.(in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends distributions and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue issuance thereof). To the extent that such issuance shall be is for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board and supported by an opinion from an Independent Financial Expert. In case any Additional Shares or any Convertible Securities or any warrants or other Rights to subscribe for or purchase such Additional Shares or Convertible Securities shall be issued in connection with any merger where Company issues any securities, the amount of Directors consideration therefor shall be deemed to be the fair market value, as determined in good faith by the Board and supported by an opinion from an Independent Financial Expert of such portion of the Companyassets and business of the nonsurviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants or other rights Rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend distributions upon any class of stock Shares other than Nonpreferred StockShares, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Additional Shares of Nonpreferred Common 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 warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Stock or any acquire 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 Nonpreferred Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by Company's Board. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Directors of Common Stock, Convertible Securities, warrants or other rights, as the Companycase may be. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Common Stock or for the issue, sale, grant or assumption of any Options or Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares Securities, irrespective of Nonpreferred Stock or any Convertible Securities the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be computed as the amount of the cash received by the Company thereforCompany, and insofar as it consists of securities or other 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 sale of Additional Shares of Nonpreferred Common Stock or Convertible Securities are offered by and the Company for subscriptionMarket Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the subscription price, or, if Market Price of 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 priceCommon Stock), in each case without deducting 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 Company, any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and in the underwriting of, any accrued interest or otherwise dividends in connection withwith such issue or sale, and (ii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the issue thereof. To the extent that such issuance shall be Company for a consideration other than cashwhich covers both, then, except as herein otherwise expressly provided, shall be the amount proportion of such consideration shall be deemed so received, computed as provided in clause (i) above, allocable to be such Additional Shares of Common Stock or Options or Convertible Securities, as the fair value of such consideration at the time of such issuance case may be, all as determined in good faith by the Board of Directors of the Company. The consideration for any . b) All Additional Shares of Nonpreferred Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the 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 warrants or other rights Section 2D, 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 or and receivable by the Company as consideration for issuing such warrants the issue, sale, grant or other rightsassumption 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 warrants Options or other rights. The consideration for any Additional Shares the conversion or exchanges of Nonpreferred Stock issuable pursuant to the terms of any such Convertible Securities shall be or, in the consideration received or receivable by the Company case of Options for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid exercise of such Options for Convertible Securities and the conversion 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 the Company any provision contained therein for a subsequent adjustment of such number) issuable upon the 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of 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 Nonpreferred Stock or Common Stock, any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Stock Options or any Convertible Securities shall be issued for a 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 Nonpreferred Stock Common Stock, Options or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred Stock Common Stock, Options 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 or sale shall be for a consideration other than cash, then, except as herein otherwise expressly provided, then the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance issuance, as reasonably determined in good faith by the Board of Directors of the CompanyBoard. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any 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 warrants or other rights, Option plus the additional consideration payable to the Company upon the exercise of such warrants or other rightsthereof in full. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 the 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares additional shares of Nonpreferred 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 Additional Shares additional shares of Nonpreferred Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares additional shares of Nonpreferred Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue 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. The consideration for Company (excluding therefrom any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable director designated by the Company for issuing such warrants transferee thereof). In case any additional shares of Common Stock or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company (excluding therefrom any director designated by the transferee thereof for the purpose of voting on such matter but not for the purpose of determining whether a quorum is present at such meeting), of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The Net Consideration Per Share which may be received by the Company for any additional shares of Common Stock issuable pursuant to any warrant, option or other subscription or purchase right or any Convertible Securities shall be determined as follows: (i) The Net Consideration Per Share shall mean the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, rights or 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 exercise 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares additional shares of Nonpreferred 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred 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 Nonpreferred 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 Nonpreferred 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 without 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 issue 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. If any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company as the surviving corporation issues any securities, the consideration therefor shall be deemed to be the fair value of the portion of the assets and business of the nonsurviving corporation attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as determined in good faith by the Board of Directors of the Company. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing or selling such warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing or selling any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock of the Company other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor therefore shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of 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 thereoftherefore. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board Board. In case any Additional Shares of Directors Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which Company issues any securities, the amount of consideration therefore shall be deemed to be the fair value, as determined in good faith by the Board, of such portion of the Companyassets and business of the non-surviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred 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 Nonpreferred Stock or any Convertible Securities or any warrants warrants, options or other rights to subscribe for or purchase any Additional Shares of 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 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. If such determination is objected to by the holders of Warrants evidencing a majority in number of the total number of Stock Units at the time purchasable upon the exercise of all then outstanding Warrants, such determination shall be made by an independent appraiser chosen in the manner specified in the definition of Appraised Value. The fees and expenses of any appraisers shall be shared equally by such objecting holders (as to one-half) and the Company (as to one-half). The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants warrants, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of 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 Nonpreferred Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase any Additional Shares additional shares of Nonpreferred 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 Additional Shares additional shares of Nonpreferred Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares additional shares of Nonpreferred Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issue 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. The consideration for Company (excluding therefrom any Additional Shares of Nonpreferred Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable director designated by the Company for issuing such warrants transferee thereof). In case any additional shares of Common Stock or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants or other rights. The consideration for any Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such additional shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company (excluding therefrom any director designated by the transferee thereof for the purpose of voting on such matter but not for the purpose of determining whether a quorum is present at such meeting), of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such additional shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The Net Consideration Per Share which may be received by the Company for any additional shares of Common Stock issuable pursuant to any warrant, option or other subscription or purchase right or any Convertible Securities shall be determined as follows: (i) The Net Consideration Per Share shall mean the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, tights or 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, any payable to the Company upon exercise or conversion thereof, divided by the exercise 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 Nonpreferred Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than Nonpreferred Common Stock, the Company shall be deemed to have received for such Additional Shares additional shares of Nonpreferred 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 Nonpreferred Common Stock or any Convertible Securities or any warrants warrants, options or other rights to subscribe for or purchase any Additional Shares of Nonpreferred Common Stock or any Convertible Securities shall be issued solely 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 Nonpreferred Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Nonpreferred 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, provided that if such determination is objected to by the Holder, such determination shall be made by an independent appraiser selected by such Board of Directors and not objected to by the Holder. The fees and expenses of such appraiser shall be paid by the Company. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants warrant, options or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Nonpreferred Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants 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 Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than Nonpreferred Stock, the Company shall be deemed to have received for such Additional Shares of Nonpreferred Stock or Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.