Common use of Calculation of Consideration Received Clause in Contracts

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holdershall, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon or from time to time after the exercise Issue Date, issue or conversion of the Primary Security sell, or is deemed to have issued or sold in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt2.6(c), (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold Convertible Securities: (A) for cash, the consideration received therefor will shall be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold ; (B) for a consideration other than cash, the amount of such the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of publicly traded marketable securities, in which case the amount of consideration received by the Company shall be the closing price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities will be the arithmetic average as of the VWAPs end of such security for each of the five (5) Trading Days immediately preceding business on the date of receipt. If any receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Common Stock Equivalents are Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be), issued to such owners. The net amount of any consideration and the fair market value of any consideration other than cash or publicly traded marketable securities will shall be determined in good faith jointly by the Company Board and the Holder. If ; provided, however, that if such parties are unable to reach agreement within ten (10) days after the occurrence net amount of an event requiring valuation (the “Valuation Event”), the cash consideration and/or fair market value of such consideration will received cannot be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company Board and Holder, then such net amount of consideration and/or fair market value received shall be determined in the Holder. The same manner as determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect a Closing Price pursuant to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights 6.11 of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)Investment Agreement.

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is Options are issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transactiontransaction or series of related transactions, (A) the Options will be deemed to have been issued for a consideration equal to the greatest of (I) $0.01, (II) the specific aggregate consideration, if any, allocated to such Options, and (III) the sum of the Black-Scholes values of each such Option, determined by use of the Black-Scholes Option Pricing Model applying the applicable criteria set forth on Schedule I hereto (the greatest of (I), (II) and (III), the “Option Consideration”), and for purposes of applying the provisions of this Section 3(d), the Option Consideration shall be allocated pro rata among all the shares of Common Stock issuable upon exercise of such Options to determine the consideration per each such Ordinary Share and (B) the other securities will be deemed to have been issued for an aggregate consideration equal to the aggregate consideration per received by the Company for the Options and other securities (determined as provided below with respect to each share of Common Stock with respect to such Primary Security shall be deemed to be represented thereby), less the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred)Consideration. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded marketable securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs Weighted Average Price of such security for each of the five (5) Trading Days immediately preceding securities on the date of receiptreceipt of such securities. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten five (105) days Business Days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five ten (510) Trading Business Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error error, and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options will be deemed to have been issued for the Option Value (as defined below) of such Unit, Options and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, and includedless (II) the Option Value of such Options; provided, that if the Trading Day immediately prior value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock, then the other securities issued or sold in such Trading Day on which such exercise occurred)integrated transaction shall be deemed to have been issued or sold for the par value of the Common Stock. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs VWAP of such security for each of the five (5) Trading Days immediately preceding publicly traded securities on the date of receiptreceipt of such publicly traded securities. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holderholders of at least a majority of the shares of Common Stock underlying the warrants issued pursuant to the Purchase Agreement (“Required Holders”). If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the HolderRequired Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holdershall, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon or from time to time after the exercise Issue Date, issue or conversion of the Primary Security sell, or is deemed to have issued or sold in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt4.6(c), (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold Convertible Securities: (A) for cash, the consideration received therefor will shall be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold ; (B) for a consideration other than cash, the amount of such the consideration other than cash received by the Company will shall be the fair market value of such consideration, except where such consideration consists of publicly traded marketable securities, in which case the amount of consideration received by the Company shall be the closing price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities will be the arithmetic average as of the VWAPs end of such security for each of the five (5) Trading Days immediately preceding business on the date of receipt. If any receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair market value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Common Stock Equivalents are Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be), issued to such owners. The net amount of any consideration and the fair market value of any consideration other than cash or publicly traded marketable securities will shall be determined in good faith jointly by the Company Board and the Holder. If ; provided, however, that if such parties are unable to reach agreement within ten (10) days after the occurrence net amount of an event requiring valuation (the “Valuation Event”), the cash consideration and/or fair market value of such consideration will received cannot be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company Board and Holder, then such net amount of consideration and/or fair market value received shall be determined in the Holder. The same manner as determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect a Closing Price pursuant to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights 6.11 of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)Investment Agreement.

Calculation of Consideration Received. If In case any Options are issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction or series of related transactions, (A) the Options will be deemed to have been issued for a consideration equal to the greater of $0.01 and the specific aggregate consideration, if any, allocated to such Options (in either case, the “OPTION CONSIDERATION”) and, for purposes of applying the provisions of this Section 8, the Option and/or Consideration shall be allocated pro rata among all the shares of Common Stock Equivalents and/or Adjustment Right issuable upon exercise of such Options to determine the consideration per each such share of Common Stock and (B) the other securities will be deemed to have been issued for an aggregate consideration equal to the aggregate consideration received by the Company for the Options and other securities (determined as provided below with respect to each share of Common Stock represented thereby), less the sum of (1) the Black-Scholes Value (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company such Options and (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x2) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred)Consideration. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded marketable securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs Weighted Average Price of such security for each of the five (5) Trading Days immediately preceding securities on the date of receiptreceipt of such securities. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation EventVALUATION EVENT”), the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error demonstrable error, and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount of consideration received by the Company therefor. If In case any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for a consideration other than cash, the amount of such the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will shall be the arithmetic average Market Price thereof as of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving nonsurviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash and securities shall be determined by a majority of the Company's board of directors (including two-thirds of its Outside Directors). As used herein, the term "Market Price" of any security means the average of the closing sales prices of such security on all securities exchanges on which such security may at the time be listed, or, if there has been no sale on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or publicly traded any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which "Market Price" is being determined and the 20 consecutive business days prior to such day. If at any time such security is not listed on any securities will exchange or quoted in the NASDAQ System or the over-the-counter market, the "Market Price" shall be the fair value thereof determined jointly by [the Board of Directors of] the Company and the Holderholder of this Warrant. If such parties are unable to reach agreement within ten (10) days after the occurrence a reasonable period of an event requiring valuation (the “Valuation Event”)time, the such fair value of such consideration will shall be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable independent appraiser experienced in valuing securities jointly selected by the Company and the Holderholder of this Warrant. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).such

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance issue or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options will be deemed to have been issued for a value determined by use of such Unit, the Black Scholes Option Pricing Model (the "Option Value") and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued for the difference of (I) the aggregate consideration received by the Company, and included, less (II) the Trading Day immediately prior to such Trading Day on which such exercise occurred)Option Value. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs Weighted Average Price of such security for each of the five (5) Trading Days immediately preceding on the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly in good faith by the Company and Board of Directors of the HolderCompany. If such parties are unable In the event that the holders of Warrants exercisable for a majority of the Aggregate Warrant Shares (the “Majority Holders”) object in writing to reach agreement a valuation within ten (10) days after the occurrence of an event requiring valuation (the “"Valuation Event”"), then the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the HolderMajority Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error error, and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received equally by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)and the Holders.

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options will be deemed to have been issued for the Option Value (as defined below) of such Unit, Options and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, and includedless (II) the Option Value of such Options; provided, that if the Trading Day immediately prior value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock, then the other securities issued or sold in such Trading Day on which such exercise occurred)integrated transaction shall be deemed to have been issued or sold for the par value of the Common Stock. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs VWAP of such security for each of the five (5) Trading Days immediately preceding publicly traded securities on the date of receiptreceipt of such publicly traded securities. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holderholders of at least a majority of the shares of Common Stock underlying the Warrants issued pursuant to the Purchase Agreement not counting for this purpose any Warrants held by Persons affiliated with the Company (“Required Holders”). If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the HolderRequired Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i3(j)(i) or 3(b)(ii3(j)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised converted on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of lowest VWAP on any Trading Day during the five (5) Trading Days Day period immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).,

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued issued, granted or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company Maker therefor, after deduction of all underwriting discounts or allowances in connection with such issuance, grant or sale. If In case any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Maker, purchase services from the Maker or otherwise provide intangible consideration to the Maker, the amount of such the consideration other than cash received by the Company Maker (including the net present value of the consideration expected by the Maker for the provided or purchased services) will be the fair market value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities Maker will be the arithmetic average of Daily Market Price for the VWAPs of such security for each of the five ten (510) Trading Days immediately preceding with respect to such securities thereof prior to the date of receipt. If In case any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company Maker is the surviving entityMaker, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity Maker as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be. Notwithstanding anything to the contrary contained herein, if Common Stock, Options or Convertible Securities are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, and one or more of such securities are issued, granted or sold for a price below fair market value (when the aggregate value of such securities is compared with the aggregate amount of consideration received by the Maker therefor), the Creditor may elect to determine the amount of consideration deemed to be received by the Maker therefor by deducting the difference between the fair value of and the amount paid for any type of securities issued, granted or sold in such transaction or series of transactions (the “Disregarded Securities”). If the Creditor makes an election pursuant to the immediately preceding sentence, no adjustment to the Conversion Price shall be made pursuant to this subsection (iv)(E) for the issuance of the Disregarded Securities or upon any conversion or exercise thereof. For example, if the Maker were to issue convertible notes having a face value of $1,000,000 and warrants to purchase shares of Common Stock at an exercise price equal to the market price of the Common Stock on the date of issuance of such warrants in exchange for $1,000,000 of consideration, the fair value of the warrants would be subtracted from the $1,000,000 of consideration received by the Maker for the purposes of determining the price per share of Common Stock issuable upon conversion of the convertible notes and for purposes of determining any adjustment to the Conversion Price hereunder as a result of the issuance of the Convertible Securities. The Creditor shall calculate, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or publicly traded securities securities; provided, however, that if the Maker does not agree to such fair market value calculation within three (3) Business Days after receipt of such calculation along with reasonably detailed supporting documentation from the Creditor, then such fair market value will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event in good faith by an independent, reputable appraiser jointly investment banker or other appropriate expert of national reputation selected by the Company and Creditor (which investment banker or other expert shall not have been engaged or otherwise employed by the Holder. The determination Creditor within one (1) year of the date of such appraiser shall be final engagement hereunder) and binding upon all parties absent manifest error and reasonably acceptable to the fees and expenses Maker, with the costs of such appraiser shall appraisal to be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)Maker.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock Share with respect to such Primary Security shall be deemed to be the lowest lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock EquivalentConvertible Security, the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(iSections 2(b)(i) or 3(b)(ii2(b)(ii) above and (z) the lowest VWAP of the Common Shares on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable principal Trading Market of the Common Shares on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, on any given Trading Day date of exercise (“Exercise Date”) during any such Adjustment Period, solely with respect to such portion of this Warrant exercised converted on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is Options are issued in connection with the issuance or sale or deemed issuance issue or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transactiontransaction or series of related transactions, (A) the Options will be deemed to have been issued for a consideration equal to the greater of $0.01 and the specific aggregate consideration, if any, allocated to such Options (in either case, the aggregate “Option Consideration”) and, for purposes of applying the provisions of this Section 4(v), the Option Consideration shall be allocated pro rata among all the shares of Common Shares issuable upon exercise of such Options to determine the consideration per each such share of Common Stock and (B) the other securities will be deemed to have been issued for an aggregate consideration equal to the aggregate consideration received by the Company for the Options and other securities (determined as provided below with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one each share of Common Stock is at any time issuable upon represented thereby), less the exercise or conversion sum of (1) the Primary Security Black-Scholes Value (as defined in accordance with Section 3(b)(i4(v)(v)) or 3(b)(ii) above of such Options and (z2) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred)Option Consideration. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded marketable securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs Weighted Average Price of such security for each of the five (5) Trading Days immediately preceding securities on the date of receiptreceipt of such securities. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockShares, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the HolderBuyers. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the HolderBuyers. The determination of such appraiser shall be final and binding upon all parties absent manifest error demonstrable error, and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) or Convertible Security is issued in connection with the issuance or sale sale, or deemed the Company publicly announces the issuance or sale of any Options or Convertible Securities in connection with the issuance or sale, of other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options or Convertible Securities, as applicable will be deemed to have been issued for the Black Scholes Value (as defined below) of such UnitOptions or Convertible Securities, as applicable, and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, and includedless (II) the Black Scholes Value of such Options or Convertible Securities, as applicable, provided that if the Trading Day immediately prior value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock, then the other securities issued or sold in such Trading Day on which such exercise occurred)integrated transaction shall be deemed to have been issued or sold for the par value of the Common Stock. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair market value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment RightBlack Scholes Value” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights the value based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the type described day of issuance of the applicable security for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for the date in Section 3(cquestion, (B) an expected volatility equal to the greater of 100% and Section 3(dthe 100 day volatility obtained from the HVT function on Bloomberg as of the date in question, (C) hereofthe underlying price per share used in such calculation shall be the highest VWAP during the five (5) that could result in Trading Days immediately prior to the date of the Dilutive Issuance and (D) a decrease in option time equal to the net consideration received by time term of exercise or conversion of the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)subject securities.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock EquivalentConvertible Security, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i3(c)(i) or 3(b)(ii3(c)(ii) above and (z) the lowest VWAP of the Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised converted on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount of consideration received by the Company therefor. If In case any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for a consideration other than cash, the amount of such the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will shall be the arithmetic average Market Price thereof as of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving nonsurviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash and securities shall be determined by a majority of the Company's board of directors (including two-thirds of its Outside Directors). As used herein, the term "Market Price" of any security means the average of the closing sales prices of such security on all securities exchanges on which such security may at the time be listed, or, if there has been no sale on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or publicly traded any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which "Market Price" is being determined and the 20 consecutive business days prior to such day; provided, however, that, if at any time such security is not listed on any securities will exchange or quoted in the NASDAQ System or the over-the-counter market, the "Market Price" shall be the fair value thereof determined jointly by the Company and the Holderholder of this $6.00 Warrant. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).parties

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i2(b)(i) or 3(b)(ii2(b)(ii) above and (z) the lowest VWAP of the Common Stock on any Trading Day during the five (5) four Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five four Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredperiod). If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b2(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued issued, granted or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company Corporation therefor, after deduction of all underwriting discounts or allowances in connection with such issuance, grant or sale. If In case any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration part or all of which shall be other than cash, the amount of such the consideration other than cash received by the Company Corporation will be the fair market value of such considerationconsideration as determined by a majority of the Board of Directors and the Requisite Holders, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities Corporation will be the arithmetic average market price thereof as of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt; in the event that the Board of Directors and the Requisite Holders cannot agree on the value of such consideration, then the matter shall be promptly submitted to an independent accountant mutually agreed upon by the Board of Directors and the Requisite Holders, whose determination shall be binding, absent manifest error. If In case any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company Corporation is the surviving entitycorporation, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Common Stock Equivalents, as the case may be. Notwithstanding anything else herein to the contrary, if Common Stock, Options or Common Stock Equivalents (are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, a deduction shall be made to the case may be). The issuance price of any such securities to account for the fair value of any consideration of the other than cash securities issued, granted or publicly traded securities will be determined jointly by sold in conjunction therewith or as part of the Company and the Holdersame transaction or series of related transactions. If such parties are unable An adjustment pursuant to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holderthis Article IX. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses made, if applicable, for each separate security issued, granted or sold as if such security was not issued, granted or sold in conjunction with any other security as part of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, a single transaction or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)series of related transactions.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) or Convertible Security is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company by an RFXS Affiliate on or prior to March 31, 2017, or to any subscriber of Company securities in a private placement prior to December 31, 2016, (as determined by the Holderincluding, the “Primary without limitation, any other Option or Convertible Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to (x) such Primary Option or Convertible Security shall (as applicable) will be deemed to be have been issued for consideration equal to the lowest fair market value thereof as determined in good faith by the Company’s Board of (x) the purchase price of such Unit, Directors and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) sold or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior deemed to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day have been issued or sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended on, and included, been issued for consideration equal to the Trading Day immediately prior to difference of (I) the aggregate consideration received by the Company minus (II) the aggregate fair market value of all such Trading Day on which such exercise occurred)Options and/or Convertible Securities (as applicable) so issued. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold to an RFXS Affiliate on or prior to March 31, 2017, or to any subscriber of Company securities in a private placement prior to December 31, 2016 for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold to an RFXS Affiliate on or prior to March 31, 2017, or to any subscriber of Company securities in a private placement prior to December 31, 2016 for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs volume weighted average price of such security for each of the five (5) Trading Days trading days immediately preceding the date of receipt; provided, however, that if the consideration received is the retirement of debt, then the consideration received shall be deemed to be on par with the debt (e.g., retirement of $1 of principal amount or interest of debt retired shall be deemed to be $1 of consideration received by the Company; and provided, further, that if the consideration received is retirement of preferred stock with a stated value, the consideration received shall be deemed to be on par with the stated value (e.g., retirement of $1 of stated value of preferred stock shall be deemed to be $1 of consideration received by the Company). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities or other than as set forth herein will be determined jointly by the Company and the HolderPurchaser. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days trading days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the HolderPurchaser. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, hereof “Adjustment RightOptions” means any right granted with respect rights, warrants or options for RFXS Affiliates to any securities issued in connection with, subscribe for or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of purchase shares of Common Stock or Convertible Securities and “Convertible Securities” means any stock or other security (other than rights Options) that is at any time and under any circumstances, directly or indirectly, convertible by an RFXS Affiliate, or to any subscriber of Company securities in a private placement prior to December 31, 2016, into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock, including any securities of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in Company or the net consideration received by subsidiaries which would entitle the Company in connection withholder thereof to acquire at any time Common Stock, or with respect to, such securities (including, without limitation, any cash settlement rightsdebt, cash adjustment preferred stock, right, option, warrant or other similar rights)instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options will be deemed to have been issued for the Option Value of such Unit, Options and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, and includedless (II) the Option Value of such Options; provided, that if the Trading Day immediately prior value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock, then the other securities issued or sold in such Trading Day on which such exercise occurred)integrated transaction shall be deemed to have been issued or sold for the par value of the Common Stock. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs Closing Sale Price of such security for each of the five (5) Trading Days immediately preceding publicly traded securities on the date of receiptreceipt of such publicly traded securities. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the HolderRequired Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “"Valuation Event”"), the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the HolderRequired Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If In the event any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options will be deemed to have been issued for the Option Value of such Unit, Options and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, and includedless (II) the Option Value of such Options; provided, that if the Trading Day immediately prior value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock, then the other securities issued or sold in such Trading Day on which such exercise occurred)integrated transaction shall be deemed to have been issued or sold for the par value of the Common Stock. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options Option or Common Stock Equivalents are Convertible Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount of consideration received by the Company thereforCorporation therefor (net of non-customary discounts, commissions and related expenses). If any shares of Common Stock, Options Option or Common Stock Equivalents are Convertible Security is issued or sold for a consideration other than cash, the amount of such the consideration other than cash received by the Company will Corporation shall be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will Corporation shall be the arithmetic average Market Price thereof as of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options Option or Common Stock Equivalents are Convertible Security is issued to the owners of the non-surviving entity in connection with any merger in which the Company Corporation is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options Option or Common Stock Equivalents (Convertible Security, as the case may be). The fair value of any consideration other than cash or publicly traded and securities will shall be determined jointly by the Company Corporation, (ii) the designee of holders of at least 60% of the then outstanding shares of Series A Preferred, (iii) the designee of holders of at least a majority of the then outstanding shares of Series B Preferred and (iv) the Holderdesignee of holders of at least a majority of the then outstanding shares of Series C Preferred. If such parties are unable to reach agreement within ten (10) days after the occurrence a reasonable period of an event requiring valuation (the “Valuation Event”)time, the fair value of such consideration will shall be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable independent appraiser jointly experienced in valuing such type of consideration selected by the Company Corporation and approved by (x) the Holderdesignee of holders of at least 60% of the then outstanding Shares of Series A Preferred, (y) the designee of holders of at least a majority of the then outstanding Shares of Series B Preferred and (z) the designee of holders of at least a majority of the then outstanding Shares of Series C Preferred (such approval not to be unreasonably withheld). The determination of such appraiser shall be final and binding upon all parties absent manifest error the parties, and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)Corporation.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or or Convertible Security or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to (x) such Primary Option or Convertible Security shall (as applicable) or Adjustment Right (as applicable) will be deemed to be have been issued for consideration equal to the lowest of (x) the purchase price of such Unit, Black Scholes Consideration Value thereof and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) sold or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior deemed to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day have been issued or sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended on, and included, been issued for consideration equal to the Trading Day immediately prior to difference of (I) the aggregate consideration received or receivable by the Company minus (II) the Black Scholes Consideration Value of each such Trading Day on which such exercise occurredOption or Convertible Security (as applicable) or Adjustment Right (as applicable). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs volume-weighted average price (“VWAP”) of such security for each of the five (5) Trading Days trading days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five thirty (530) Trading Days after the tenth (10th) day days following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received paid one-half by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)and one-half by the Holder.

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance issue or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase Options will be deemed to have been issued at the Options’ exercise price ( the “Option Value”) of such Unit, Options and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, and included, less (II) the Trading Day immediately prior to such Trading Day on which such exercise occurred)Option Value. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs Closing Sale Price of such security for each of the five (5) Trading Days immediately preceding on the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Equivalents, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and a majority of the Holderoutstanding Notes (the “Required Holders”). If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days (as defined below) after the tenth (10th) day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the HolderRequired Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereofthis Note, “Adjustment RightTrading Day” means any right granted means, as applicable, (x) with respect to all price determinations relating to the common stock, any day on which the common stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the common stock, then on the principal securities issued exchange or securities market on which the common stock is then traded, provided that “Trading Day” shall not include any day on which the common stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the common stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in connection withadvance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect toto all determinations other than price determinations relating to the common stock, any issuance or sale day on which The New York Stock Exchange (or deemed issuance or sale in accordance with this Section 3(b)any successor thereto) is open for trading of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)securities.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued issued, granted or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company Maker therefor, after deduction of all underwriting discounts or allowances in connection with such issuance, grant or sale. If In case any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Maker, purchase services from the Maker or otherwise provide intangible consideration to the Maker, the amount of such the consideration other than cash received by the Company Maker (including the net present value of the consideration expected by the Maker for the provided or purchased services) will be the fair market value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities Maker will be the arithmetic average of Daily Market Price for the VWAPs of such security for each of the five ten (510) Trading Days immediately preceding with respect to such securities thereof prior to the date of receipt. If In case any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company Maker is the surviving entityMaker, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity Maker as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The Notwithstanding anything to the contrary contained herein, if Common Stock, Options or Convertible Securities are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, and one or more of such securities are issued, granted or sold for a price below fair market value (when the aggregate value of any such securities is compared with the aggregate amount of consideration other than cash or publicly traded securities will be determined jointly received by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”Maker therefor), the Creditor may elect to determine the amount of consideration deemed to be received by the Maker therefor by deducting the difference between the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holderamount paid for any type of securities issued, granted or sold in such transaction or series of transactions (the “Disregarded Securities”). The determination of such appraiser If the Creditor makes an election pursuant to the immediately preceding sentence, no adjustment to the Conversion Price shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect made pursuant to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).subsection

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) Convertible Security is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment RightConvertible Security, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock EquivalentConvertible Security, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section Sections 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP of the shares of Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised converted on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security) will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security) will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock EquivalentConvertible Security, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i2(b)(i) or 3(b)(ii2(b)(ii) above and (z) the lowest VWAP of the Common Stock on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, in whole or in part, on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock Equivalents Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor (for the purpose of determining the consideration paid for such Common Stock, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock Share with respect to such Primary Security shall be deemed to be the lowest lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock EquivalentConvertible Security, the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section Sections 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP of the Common Shares on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable principal Trading Market of the Common Shares on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised converted on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised converted on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of lowest VWAP on any Trading Day during the five (5) Trading Days Day period immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the net amount of consideration received by the Company therefor. If In case any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of such the consideration other than cash received by the Company (including the net present value of the consideration expected by the Company for the provided or purchased services) will be the fair market value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average market price thereof as of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If In case any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving entitycorporation, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity corporation as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). Notwithstanding anything else herein to the contrary, if Common Stock, Options or Convertible Securities are issued, granted or sold in conjunction with each other as part of a single transaction or in a series of related transactions, the holder of this Warrant may elect to determine the amount of consideration deemed to be received by the Company therefor by deducting the fair value of any type of securities (the "DISREGARDED SECURITIES") issued, granted or sold in such transaction or series of transactions. If the holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price shall be made pursuant to this Section 4 for the issuance of the Disregarded Securities or upon any conversion or exercise thereof. For example, if the Company were to issue convertible notes having a face value of $1,000,000 and warrants to purchase shares of Common Stock at an exercise price equal to the market price of the Common Stock on the date of issuance of such warrants in exchange for $1,000,000 of consideration, the fair value of the warrants would be subtracted from the $1,000,000 of consideration received by the Company for the purposes of determining whether the shares of Common Stock issuable upon conversion of the convertible notes shall be deemed to be issued at a price per share below market price and, if so, for purposes of determining any adjustment to the Exercise Price hereunder as a result of the issuance of the Convertible Securities. The Company shall calculate, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or publicly traded securities securities; provided, however, that if the holder hereof does not agree to such fair market value calculation within three (3) business days after receipt thereof from the Company, then such fair market value will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event in good faith by an independent, reputable appraiser jointly investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the Holder. The determination holder hereof, with the costs of such appraiser shall appraisal to be final and binding upon all parties absent manifest error and borne by the fees and expenses Company, provided, however if the fair market value determined by such investment banker differs by less than 10% from the fair market value determined by the Company, the cost of such appraiser appraisal shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)holder.

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options will be deemed to have been issued for the Option Value (as defined below) of such Unit, Options and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, and includedless (II) the Option Value of such Options; provided, that if the Trading Day immediately prior value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock, then the other securities issued or sold in such Trading Day on which such exercise occurred)integrated transaction shall be deemed to have been issued or sold for the par value of the Common Stock. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs VWAP of such security for each of the five (5) Trading Days immediately preceding publicly traded securities on the date of receiptreceipt of such publicly traded securities. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holderholders of at least a majority of the shares of Common Stock underlying the warrants issued pursuant to the Purchase Agreement (“Required Holders”). If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “"Valuation Event”"), the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the HolderRequired Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance issue or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Partnership, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options will be deemed to have been issued for the Option Value of such Unit, Options and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued or sold for the difference of (I) the aggregate consideration received by the Partnership less any consideration paid or payable by the Partnership pursuant to the terms of such other securities of the Partnership, and included, less (II) the Trading Day immediately prior to Option Value of such Trading Day on which such exercise occurred)Options. If any shares of Common StockUnits, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount of consideration received by the Company Partnership therefor. If any shares of Common StockUnits, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company Partnership will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities Partnership will be the arithmetic average of the VWAPs Closing Sale Price of such security for each of the five (5) Trading Days immediately preceding publicly traded securities on the date of receiptreceipt of such publicly traded securities. If any shares of Common StockUnits, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company Partnership is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockUnits, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company Partnership and the HolderSeries A Required Holders. If such parties are unable to reach agreement within ten (10) days Business Days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day Business Day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company Partnership and the HolderSeries A Required Holders. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)Partnership.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i3(h)(i) or 3(b)(ii3(h)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised converted on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of lowest VWAP on any Trading Day during the five (5) Trading Days Day period immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).the

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is Options are issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transactiontransaction or series of related transactions, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (xA) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall Options will be deemed to have ended onbeen issued for a consideration equal to the greatest of (I) $0.01, (II) the specific aggregate consideration, if any, allocated to such Options, and included(III) the sum of the Black-Scholes values of each such Option, determined by use of the Black-Scholes Option Pricing Model applying the applicable criteria set forth on Schedule I hereto (the greatest of (I), (II) and (III), the Trading Day immediately prior “Option Consideration”), and for purposes of applying the provisions of this Section 3(d), the Option Consideration shall be allocated pro rata among all the Shares issuable upon exercise of such Options to determine the consideration per each such Trading Day on which such exercise occurredShare and (B) the other securities will be deemed to have been issued for an aggregate consideration equal to the aggregate consideration received by the Company for the Options and other securities (determined as provided below with respect to each share of Shares represented thereby), less the Option Consideration. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded marketable securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs Weighted Average Price of such security for each of the five (5) Trading Days immediately preceding securities on the date of receiptreceipt of such securities. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockShares, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten five (105) days Business Days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five ten (510) Trading Business Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error error, and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance issue or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share Options will be deemed to have been issued for which one share of Common Stock is at any time issuable upon the exercise or conversion a value determined by use of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above Black Scholes Option Pricing Model using a volatility equal to the greater of 100% and (z) the lowest VWAP 30-day volatility obtained from the HVT function on any Bloomberg determined as of the Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately next following the public announcement of such the applicable Dilutive Issuance (for the avoidance of doubt, “Option Value”) and (iy) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day other securities issued or sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued for the difference of (I) the aggregate consideration received by the Company, and included, less (II) the Trading Day immediately prior to such Trading Day on which such exercise occurred)Option Value. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received or receivable by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs Weighted Average Price of such security for each of the five (5) Trading Days immediately preceding on the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock EquivalentConvertible Security, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i2(b)(i) or 3(b)(ii2(b)(ii) above and (z) the lowest VWAP of the shares of Common Stock on any Trading Day during the five period commencing on the date of the public announcement of such Dilutive Issuance through, and including, the fourth (54th) Trading Day period immediately following the closing of such Dilutive Issuance (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) or Convertible Security is issued in connection with the issuance or sale sale, or deemed the Company publicly announces the issuance or sale of any Options or Convertible Securities in connection with the issuance or sale, of other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Company, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options or Convertible Securities, as applicable will be deemed to have been issued for the Option Value (as defined below) of such UnitOptions or Convertible Securities, as applicable, and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued or sold for the difference of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms of such other securities of the Company, and includedless (II) the Option Value of such Options or Convertible Securities, as applicable, provided that if the Trading Day immediately prior value determined pursuant to clause (y) above would result in a value less than the par value of the Common Stock, then the other securities issued or sold in such Trading Day on which such exercise occurred)integrated transaction shall be deemed to have been issued or sold for the par value of the Common Stock. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair market value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment RightOption Value” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights the value based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the type described day of issuance of the applicable security for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for the date in Section 3(cquestion, (B) an expected volatility equal to the greater of 100% and Section 3(dthe 100 day volatility obtained from the HVT function on Bloomberg as of the date in question, (C) hereofthe underlying price per share used in such calculation shall be the highest VWAP during the five (5) that could result in Trading Days immediately prior to the date of the Dilutive Issuance and (D) a decrease in option time equal to the net consideration received by time term of exercise or conversion of the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)subject securities.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock EquivalentConvertible Security, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i3(a)(ii)(A) or 3(b)(ii3(a)(ii)(B) above and (z) the lowest VWAP of the Common Stock on any Trading Day during the five (5) four Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five four Trading Day period and (ii) period); provided, further that if this Warrant is exercised on any given exercised, in whole or in part, during such four Trading Day during any such Adjustment Periodperiod, solely with respect to the shares of Common Stock to be issued in any such portion of this Warrant exercised on such applicable Trading Dayexercise, such applicable Adjustment Period period shall be deemed to have ended on, end as of the time of exercise of this Warrant (the “Adjusted Period”) and included, the exercise price of this Warrant with respect to such shares of Common Stock shall be adjusted to the lowest VWAP of the Common Stock on any Trading Day immediately prior to in such Trading Day on which such exercise occurred)Adjusted Period. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair market value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair market value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance issue or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)SDINC, together comprising one integrated transactiontransaction in which no specific consideration is allocated to such Options by the parties thereto, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall Options will be deemed to have ended onbeen issued for the difference of (i) the aggregate fair market value of such Options and other securities issued or sold in such integrated transaction, less (ii) the fair market value of the securities other than such Option, issued or sold in such transaction and included, the Trading Day immediately prior other securities issued or sold in such integrated transaction will be deemed to such Trading Day on which such exercise occurred)have been issued or sold for the balance of the consideration received by SDINC. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company SDINC therefor. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company SDINC will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company SDINC for such securities will be the arithmetic average of the VWAPs VWAP of such security for each of the five (5) Trading Days Day period immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company SDINC is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company SDINC and the HolderLender. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company SDINC and the HolderLender. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)SDINC.

Calculation of Consideration Received. If In case any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance issue or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”)Partnership, together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price Options will be deemed to have been issued for the Option Value of such Unit, Options and (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise other securities issued or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day sold in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period integrated transaction shall be deemed to have ended onbeen issued or sold for the difference of (I) the aggregate consideration received by the Partnership less any consideration paid or payable by the Partnership pursuant to the terms of such other securities of the Partnership, and included, less (II) the Trading Day immediately prior to Option Value of such Trading Day on which such exercise occurred)Options. If any shares of Common StockUnits, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount of consideration received by the Company Partnership therefor. If any shares of Common StockUnits, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company Partnership will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities Partnership will be the arithmetic average of the VWAPs closing price of such security for each of the five (5) Trading Days immediately preceding publicly traded securities on the date of receiptreceipt of such publicly traded securities. If any shares of Common StockUnits, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company Partnership is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockUnits, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company Partnership and the HolderSeries A Preferred Unitholders holding the Series A Required Voting Percentage. If such parties are unable to reach agreement within ten (10) days Business Days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Business Days after the tenth (10th) day Business Day following such the Valuation Event by an independent, reputable appraiser jointly selected by the Company Partnership and the HolderSeries A Preferred Unitholders holding the Series A Required Voting Percentage. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)Partnership.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised on any given Trading Day during any such Adjustment Period, solely with respect to such portion of this Warrant exercised on such applicable Trading Day, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurred). If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will shall be deemed to be the net amount of consideration received by the Company therefor. If In case any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for a consideration other than cash, the amount of such the consideration other than cash received by the Company will shall be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will shall be the arithmetic average Market Price thereof as of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entitycorporation, the amount of consideration therefor will shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving nonsurviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (Convertible Securities, as the case may be). The fair value of any consideration other than cash and securities shall be determined by a majority of the Company's board of directors (including two-thirds of its Outside Directors). As used herein, the term "Market Price" of any security means the average of the closing sales prices of such security on all securities exchanges on which such security may at the time be listed, or, if there has been no sale on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or publicly traded any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which "Market Price" is being determined and the 20 consecutive business days prior to such day; provided, however, that, if at any time such security is not listed on any securities will exchange or quoted in the NASDAQ System or the over-the-counter market, the "Market Price" shall be the fair value thereof determined jointly by the Company and the Holderholder of this Warrant. If such parties are unable to reach agreement within ten (10) days after the occurrence a reasonable period of an event requiring valuation (the “Valuation Event”)time, the such fair value of such consideration will shall be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable independent appraiser experienced in valuing securities jointly selected by the Company and the Holderholder of this Warrant. The determination of such appraiser shall be final and binding upon all parties absent manifest error the parties, and the Company shall pay the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights)appraiser.

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Convertible Security and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock Share with respect to such Primary Security shall be deemed to be the lowest lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock EquivalentConvertible Security, the lowest price per share for which one share of Common Stock Share is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section Sections 3(b)(i) or 3(b)(ii) above and (z) the lowest VWAP of the Common Shares on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable principal Trading Market of the Common Shares on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised converted on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common StockShares, Options or Common Stock Equivalents Convertible Securities (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the HolderHolders of a majority in interest of the Warrants then outstanding. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the HolderHolders of a majority in interest of the Warrants then outstanding. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b)) of shares of Common Stock (other than rights of the type described in Section 3(c) and Section 3(d) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).

Calculation of Consideration Received. If any Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right (as defined below) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the Holder, the “Primary Security”, and such Option and/or Common Stock Equivalents Equivalent and/or Adjustment Right, the “Secondary Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be the lowest of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Common Stock Equivalent, the lowest price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security in accordance with Section 3(b)(i3(e)(i) or 3(b)(ii3(e)(ii) above and (z) the lowest VWAP on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, (i) if such public announcement is released prior to the opening of the applicable Trading Market on a Trading Day, such Trading Day shall be the first Trading Day in such five Trading Day period and (ii) if this Warrant is exercised exercised, on any given Trading Day Exercise Date during any such Adjustment Period, solely with respect to such portion of this Warrant exercised converted on such applicable Trading DayExercise Date, such applicable Adjustment Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such Trading Day on which such exercise occurredExercise Date). If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Common Stock Equivalents are issued or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of lowest VWAP on any Trading Day during the five (5) Trading Days Day period immediately preceding the date of receipt. If any shares of Common Stock, Options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Common Stock Equivalents (as the case may be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. For purposes of hereof, “Adjustment Right” means any right granted with respect to any securities issued in connection with, or with respect to, any issuance or sale (or deemed issuance or sale in accordance with this Section 3(b3(e)) of shares of Common Stock (other than rights of the type described in Section 3(c3(b) and Section 3(d3(c) hereof) that could result in a decrease in the net consideration received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement rights, cash adjustment or other similar rights).