Common use of Calculation of Consideration Received Clause in Contracts

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 therefore 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holder.

Calculation of Consideration Received. (i) If any Common StockShare Purchase Right or Convertible Security is issued by the Company in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company, Options together comprising one integrated transaction, (A) such Share Purchase Right or Convertible Security (as applicable) will be deemed to have been issued for consideration determined in good faith by the board of directors of the Company; and (B) the other securities issued or sold or deemed to have been issued or sold in such integrated transaction shall be deemed to have been issued for consideration equal to the difference between (x) the aggregate consideration received by the Company minus (y) the value of such Share Purchase Right or Convertible Security (as applicable) determined in accordance with clause (A) above. (ii) If any Shares, Share Purchase Rights or Convertible Securities are issued, granted issued by the Company or sold or deemed to have been issued or sold by the Company only for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the amount of cash received by the Company therefor. If any Shares, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options Share Purchase Rights or Convertible Securities are issued or sold by the Company for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash or a combination of cash and other consideration, the aggregate amount of consideration received therefor by the Company will be the fair market value Fair Value of such other consideration except where such consideration consists determined in good faith by the board of freely-tradeable securities, in which case directors of the Company plus (if any cash was received) the amount of consideration cash so received by the Company will be the Market Price thereof as of the date of receipt. In case Company. (iii) If any Common StockShares, Options Share Purchase Rights or Convertible Securities are issued by the Company to the owners of a non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporationentity, the amount of consideration therefor will be deemed to be the fair market value Fair Value of such portion of the net assets and business of the non-surviving corporation entity as is attributable to such Common StockShares, Options Share Purchase Rights or Convertible Securities, as the case may be. . (iv) The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 therefore 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 per share received by the Company for the purposes of determining whether the shares of Common Stock issuable upon conversion of the convertible notes shall be Shares deemed to be have been issued at a price per share below Market Price andby the Company pursuant to Sections 4.3(a), if so4.3(b), for purposes of determining any adjustment 4.3(c) and 4.3(d) relating to the Exercise Price hereunder as a result of the issuance of the Share Purchase Rights and Convertible Securities. The fair market value of any consideration other than cash or securities will Securities shall be determined in good faith by the board of directors of the Company and be equal to the quotient of (A) the total amount, if any, received or receivable by the Company as consideration for the issue of such HolderShare Purchase Rights or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in such Share Purchase Rights or Convertible Securities (as the case may be) without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Share Purchase Rights or the conversion or exchange of such Convertible Securities, or in the case of Share Purchase Rights for Convertible Securities, the exercise of such Share Purchase Rights for Convertible Securities and the conversion or exchange of such Convertible Securities divided by (B) the maximum number of Shares (as set forth in such Share Purchase Rights or Convertible Securities (as the case may be) without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Share Purchase Rights or the conversion or exchange of such Convertible Securities, or in the case of Share Purchase Rights for Convertible Securities, the exercise of such Share Purchase Rights for Convertible Securities and the conversion or exchange of such Convertible Securities.

Calculation of Consideration Received. In case any Option is issued in connection with the issuance or sale of other securities of the Company, together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value (as defined below) of such Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been 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, less (II) the Option Value of such Options; provided, that if the 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 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 Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration other than cash received therefor for purposes of this Warrant will be deemed to be the net amount received by the Company therefor, before deduction . If any shares of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company will be the Market Price thereof as VWAP of such publicly traded securities on the date of receiptreceipt of such publicly traded securities. In case If any shares of Common Stock, Options or 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 corporationentity, 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 corporation entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or publicly traded securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 jointly by the Company therefore by deducting and the fair value holders 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 at least a majority 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 underlying the warrants issued pursuant to the Market Price 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 Common Stock on the date of issuance of such warrants in exchange for $1,000,000 of consideration“Valuation Event”), the fair value of the warrants would be subtracted from the $1,000,000 of such 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 fair market value of any consideration other than cash or securities will be determined in good faith within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination of such Holderappraiser 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.

Calculation of Consideration Received. If any Common Stock, Options Purchase Rights or Convertible Securities are issued, granted issued or sold for cash, the consideration received therefor for purposes of this Warrant such rights or securities will be the amount actually received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeableCompany. In case any Common Stock, Options Purchase Rights or 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 the consideration other than cash received by the Company will (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration except where such consideration consists of freely-tradeable securities, in which case as agreed between the amount of consideration received by the Company will be the Market Price thereof as of the date of receiptparties. In case any Common Stock, Options Purchase Rights or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. Notwithstanding anything else herein to hereinto the contrary, if Common Stock, Options Stock Purchase Rights or Convertible Securities are issued, granted issued 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 therefore therefor by deducting the fair market value of any type of securities (the "“Disregarded Securities"”) issued, granted issued 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 paragraph (c) for the issuance of the Disregarded Securities or upon any conversion conversion, exercise or exercise exchange 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holder.

Calculation of Consideration Received. If (i) In case any shares of Common Stock, Options or Convertible Securities are issued, granted shall be issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, proceeds payable to the Company upon Corporation therefor, prior to deduction of any expenses incurred and any underwriting commission or concessions paid or allowed by the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. Corporation in connection therewith. (ii) In case any shares of Common Stock, Options or Convertible Securities are shall be issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will Corporation shall be deemed to be the fair market value of such consideration except where such consideration consists of freely-tradeable securitiesvalue, determined in which case the amount of consideration received good faith by the Company will be the Market Price thereof as Board of the date of receipt. Directors. (iii) In case any Options shall be issued in connection with the issue or sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. (iv) In case any shares of Common Stock, Options or Convertible Securities are shall be issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration therefor will shall be deemed to be the fair market value value, determined in good faith by the Board of Directors, of such portion of the net assets and business of the non-surviving corporation as is shall be attributable to such Common Stock, Options or Convertible Securities, as the case may be. The . (v) In the event of any consolidation or merger of the Corporation in which stock or other securities of any corporation are issued in exchange for Common Stock of the Corporation or in the event of any sale of all or substantially all of the assets of the Corporation for stock or other securities of any corporation, the Corporation shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal to the fair market value on the date of any consideration other than cash such transaction of such stock or securities will be determined in the good faith reasonable business judgment of the Board other corporation, and if any such calculation results in adjustment of Directors. Notwithstanding anything else herein the Conversion Price the determination of the number of shares of Common Stock receivable upon conversion of the Preferred Stock immediately prior to such merger, consolidation or sale, for purposes of Section 4.7, shall be made after giving effect to such adjustment of the contrary, if Conversion Price. (vi) In case the Corporation shall declare a dividend or make any other distribution upon any stock of the Corporation payable in Common Stock, Options or Convertible Securities are issuedSecurities, granted any Common Stock, Options or sold Convertible Securities, as the case may be, issuable 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 therefore 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 payment 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 dividend or distribution shall be deemed to be have been 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holdersold without consideration.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 4.6(c), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable marketable securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof closing price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt. In case 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 Convertible Securities are 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 or consolidation in which the Company is the surviving corporation, 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 corporation entity as is attributable to such shares of Common Stock, Options or 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 marketable securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 therefore 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 fair market value of any consideration other than cash or securities will be determined in good faith jointly by the Company Board and the Holder; provided, however, that if such net amount of cash consideration and/or fair market value received cannot be determined by the Company Board and Holder, then such net amount of consideration and/or fair market value received shall be determined in the same manner as determination of a Closing Price pursuant to Section 6.11 of the Investment Agreement.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issue Date, issue or sell, or is deemed to have issued or sold in accordance with Section 2.6(c), any shares of Common Stock, Options or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable marketable securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof closing price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt. In case 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 Convertible Securities are 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 or consolidation in which the Company is the surviving corporation, 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 corporation entity as is attributable to such shares of Common Stock, Options or 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 marketable securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 therefore 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 fair market value of any consideration other than cash or securities will be determined in good faith jointly by the Company Board and the Holder; provided, however, that if such net amount of cash consideration and/or fair market value received cannot be determined by the Company Board and Holder, then such net amount of consideration and/or fair market value received shall be determined in the same manner as determination of a Closing Price pursuant to Section 6.11 of the Investment Agreement.

Calculation of Consideration Received. If any Common StockOption and/or Ordinary Share Equivalent and/or Adjustment Right (each, a “Component Security”) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (“Units”), together comprising one integrated transaction, the Exercise Price in effect at the time of such issuance or sale or deemed issuance or sale shall be adjusted in accordance with the formula in the first paragraph of this Section 3(b) based on clauses (b)(i) and (b)(ii) above, as applicable, based on the Company’s allocation of the purchase price among the different Component Securities included in the Units issued or sold or deemed to be issued or sold in such transaction. If any Ordinary Shares, Options or Convertible Securities Ordinary Share Equivalents are issued, granted issued or sold or deemed to have been issued 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, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case If any Common StockOrdinary Shares, Options or Convertible Securities Ordinary Share Equivalents are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the Market Price thereof as arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. In case If any Common StockOrdinary Shares, Options or Convertible Securities Ordinary Share Equivalents are issued to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporationentity, 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 corporation entity as is attributable to such Common StockOrdinary Shares, Options or Convertible Securities, Ordinary Share Equivalents (as the case may be). The fair market value of any consideration other than cash or publicly traded securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 jointly by the Company therefore by deducting and the fair value Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of any type of securities an event requiring valuation (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“Valuation Event”), the fair value of the warrants would be subtracted from the $1,000,000 of such 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 fair market value of any consideration other than cash or securities will be determined in good faith 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 Holderappraiser shall be final and binding upon all parties absent manifest error and the reasonable fees and expenses of such appraiser shall be borne by the Company.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant Certificate of Designations will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration except where such consideration consists of freely-tradeable tradable securities, in which case the amount of consideration received by the Company will be the Average Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 transactionstransaction, the Holder of this Warrant may elect to determine the amount of consideration deemed to be received by the Company therefore will be reduced by deducting the fair value of any type of securities (the "Disregarded Securities") such Securities which were issued, granted or sold in such transaction or series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, for 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 material 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holder.

Calculation of Consideration Received. If any Common Stock, Options Purchase Rights or Convertible Securities are issued, granted issued or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefortherefor (in the case of an underwritten public offering, before after deduction of reasonable commissions, all underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company allowances) in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options Purchase Rights or 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 the consideration other than cash received by the Company will (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options Purchase Rights or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. Notwithstanding anything else herein to the contrary, if Common Stock, Options Purchase Rights or Convertible Securities are issued, granted issued 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 therefore therefor by deducting the fair value of any type of securities (the "Disregarded Securities") issued, granted issued 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 3(d) for the issuance of the Disregarded Securities or upon any conversion conversion, exercise or exercise exchange thereof. For exampleThe Company shall calculate, 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 using standard commercial valuation methods appropriate for valuing such warrants in exchange for $1,000,000 of considerationassets, 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 fair market value of any consideration other than cash or securities will securities; provided, however, that if the Holder does not agree to such fair market value calculation within three business days after receipt thereof from the Company, then such fair market value shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the Holder, with the costs of such Holderappraisal to be borne by the Company.

Calculation of Consideration Received. In case any Option is issued in connection with the issuance or sale of other securities of the Company, together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value of such Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been 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, less (II) the Option Value of such Options; provided, that if the 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 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 Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the net amount received by the Company therefor, before deduction . If any shares of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable securitiesPublicly Traded Securities, in which case the amount of consideration received by the Company will be the Market Last Reported Sales Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. Notwithstanding anything else herein to the contrary, if Common Stock, Options or Convertible Publicly Traded 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 therefore 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 receipt 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holder.Publicly

Calculation of Consideration Received. If the Company shall, at any Common Stocktime or from time to time after the Original Issue Date, Options issue, or is deemed to have issued in accordance with Section 4.3, any Ordinary Shares, Options, or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable marketable securities, in which case the amount of consideration received by the Company will shall be the Market Price thereof market price (as reflected on any securities exchange, quotation system or association, or similar pricing system covering such security) for such securities as of the end of business on the date of receipt. In case any Common Stockreceipt of such securities; (C) for no specifically allocated consideration in connection with an issuance of other securities of the Company, Options together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to have been issued without consideration; or Convertible Securities are issued (D) to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation entity as is attributable to such Common StockOrdinary Shares, Options Options, or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in the good faith reasonable business judgment of jointly by the Board of Directors. Notwithstanding anything else herein to Directors of the contraryCompany (the “Board”) and the Holder; provided, that 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 Board and the Holder of this Warrant may elect are unable to determine agree on the net amount of any cash consideration deemed to be received by the Company therefore by deducting or 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 fair market value of any consideration other than cash or marketable securities will within a reasonable period of time, such net amount of cash or fair value, as applicable, shall be determined in good faith by a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing engaged by the Company Company. The determination of such firm shall be final and conclusive, and the fees and expenses of such Holdervaluation firm shall be borne by the Company.

Calculation of Consideration Received. If any Option, Convertible Security or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company, together comprising one integrated transaction, the aggregate amount of 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 Options, Convertible Securities or Adjustment Rights, which portion shall be allocated based on the relative Fair Market Value of the applicable Options, Convertible Securities or Adjustment Rights and the other securities issued or sold or deemed to be issued or sold in connection therewith. If any shares of Common Stock, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued 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, before deduction . If any shares of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value Fair Market Value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the Market Price thereof as average VWAP of such securities during the five (5) consecutive Trading Day period applicable to such securities ending on the date immediately preceding the date of receipt. In case If any shares of Common Stock, Options or 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 corporationentity, the amount of consideration therefor will be deemed to be the fair market value Fair Market Value of such portion of the net assets and business of the non-surviving corporation entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 therefore 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holder.

Calculation of Consideration Received. In case any Option is issued in connection with the issuance or sale, or the Company publicly announces the issuance or sale of Options in connection with the issuance or sale, of other securities of the Company, together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value of such Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been 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, less (II) the Option Value of such Options; provided, that if the value determined pursuant to clause (y) above would result in a value less than the par value of the Common Shares, then the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the par value of the Common Shares. If any Common StockShares, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case If any Common StockShares, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company will be the Market Closing Sale Price thereof as of such publicly traded securities on the date of receiptreceipt of such publicly traded securities. In case If any Common StockShares, Options or 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 corporationor otherwise continuing entity, 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 corporation entity as is attributable to such Common StockShares, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or publicly traded securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 jointly by the Company therefore by deducting and the fair value Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of any type of securities an event requiring valuation (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“Valuation Event”), the fair value of the warrants would be subtracted from the $1,000,000 of such 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 fair market value of any consideration other than cash or securities will be determined in good faith within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination of such Holderappraiser 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.

Calculation of Consideration Received. In case any Option is issued in connection with the issuance or sale, or the Company publicly announces the issuance or sale of Options in connection with the issuance or sale, of other securities of the Company, together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value of such Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been 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, less (II) the Option Value of such Options; provided, that if the value determined pursuant to clause (y) above would result in a value less than the par value of the Common Shares, then the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the par value of the Common Shares. If any Common StockShares, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case If any Common StockShares, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company will be the Market Closing Sale Price thereof as of such publicly traded securities on the date of receiptreceipt of such publicly traded securities. In case If any Common StockShares, Options or 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 corporationentity, 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 corporation entity as is attributable to such Common StockShares, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or publicly traded securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 jointly by the Company therefore by deducting and the fair value Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of any type of securities an event requiring valuation (the "Disregarded SecuritiesValuation Event") 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 such 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 fair market value of any consideration other than cash or securities will be determined in good faith within five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination of such Holderappraiser 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.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company Corporation therefor, before after deduction of reasonable commissions, all underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or 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 Corporation, purchase services from the Corporation or otherwise provide intangible consideration to the Corporation, the amount of the consideration other than cash received by the Company Corporation (including the net present value of the consideration expected by the Corporation for the provided or purchased services) will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company Corporation will be the Daily Market Price with respect to such securities thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 any Holder of this Warrant the Notes may elect to determine the amount of consideration deemed to be received by the Company therefore Corporation 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 Conversion Price shall be made pursuant to this Section 4 Article VIII.F for the issuance of the Disregarded Securities or upon any conversion or exercise thereof. For example, if the Company Corporation 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 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 Corporation 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 market price and, if so, for purposes of determining any adjustment to the Exercise Conversion Price hereunder as a result of the issuance of the Convertible Securities. The Corporation shall calculate, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or securities securities; provided, however, that if the Holder hereof does not agree to such fair market value calculation within three business days after receipt thereof from the Corporation, then such fair market value will be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company Corporation and reasonably acceptable to the Majority Holders, with the costs of such Holderappraisal to be borne by the Corporation.

Calculation of Consideration Received. If any Option or Convertible Security or Adjustment Right is issued or deemed issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Corporation, together comprising one integrated transaction, (x) such Option or Convertible Security (as applicable) or Adjustment Right will be deemed to have been issued for consideration equal to the Black Scholes Consideration Value thereof and (y) the other securities issued or sold or deemed to have been issued or sold in such integrated transaction shall be deemed to have been issued for consideration equal to the difference of (I) the aggregate consideration received or receivable by the Corporation minus (II) the Black Scholes Consideration Value of each such Option or Convertible Security (as applicable) or Adjustment Right. If any shares of Common Stock, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued 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 Corporation therefor, before deduction . If any shares of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company Corporation will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company Corporation for such securities will be the Market Price thereof as average VWAP of such security for the five (5) Trading Day period immediately preceding the date of receipt. In case If any shares of Common Stock, Options or Convertible Securities 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 corporationentity, 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 corporation entity as is attributable to such shares of Common Stock, Options or Convertible Securities, Securities (as the case may be). The fair market value of any consideration other than cash or publicly traded securities will be determined in jointly by the good faith reasonable business judgment Corporation and the holders of 67% of the Board Preferred Stock. If such parties are unable to reach agreement within ten (10) days after the occurrence of Directors. 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 therefore by deducting the fair value of any type of securities an event requiring valuation (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“Valuation Event”), the fair value of the warrants would be subtracted from the $1,000,000 of such 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 fair market value of any consideration other than cash or securities will be determined in good faith within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company Corporation and the holders of 67% of the Preferred Stock. The determination of such Holderappraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Corporation.

Calculation of Consideration Received. If any Common Stock, Options Purchase Rights or Convertible Securities are issued, granted issued or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefortherefor (in the case of an underwritten public offering, before after deduction of reasonable commissions, all underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company allowances) in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options Purchase Rights or 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 the consideration other than cash received by the Company will (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options Purchase Rights or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. Notwithstanding anything else herein to the contrary, if Common Stock, Options Purchase Rights or Convertible Securities are issued, granted issued 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 Purchaser may elect to determine the amount of consideration deemed to be received by the Company therefore therefor by deducting the fair value of any type of securities (the "Disregarded Securities") issued, granted issued or sold in such transaction or series of transactions. If the Holder Purchaser makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price Exchange Rate shall be made pursuant to this Section 4 2 for the issuance of the Disregarded Securities or upon any conversion conversion, exercise or exercise exchange thereof. For exampleThe Company shall calculate, 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 using standard commercial valuation methods appropriate for valuing such warrants in exchange for $1,000,000 of considerationassets, 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 fair market value of any consideration other than cash or securities will securities; provided, however, that if the Purchaser does not agree to such fair market value calculation within three business days after receipt thereof from the Company, then such fair market value shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the Purchaser, with the costs of such Holderappraisal to be borne by the Company.

Calculation of Consideration Received. If any Option or Convertible Security referenced above is issued or deemed issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company, together comprising one integrated transaction, (x) such Option or Convertible Security (as applicable) will be deemed to have been issued for consideration equal to the Black Scholes Consideration Value thereof and (y) the other securities issued or sold or deemed to have been issued or sold in such integrated transaction shall be deemed to have been issued for consideration equal to the difference of (I) the aggregate consideration received by the Company minus (II) the Black Scholes Consideration Value of each such Option or Convertible Security (as applicable). If any shares of Common Stock, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the net amount received by the Company therefor, before deduction . If any shares of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the Market Price thereof as average VWAP of such security for the five (5) Trading Day period immediately preceding the date of receipt. In case If any shares of Common Stock, Options or 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 corporationentity, 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 corporation entity as is attributable to such shares of Common Stock, Options or Convertible Securities, Securities (as the case may be). The fair market value of any consideration other than cash or publicly traded securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 jointly by the Company therefore by deducting and the fair value Holder. If such parties are unable to reach agreement within ten (10) Trading Days after the occurrence of any type of securities an event requiring valuation (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“Valuation Event”), the fair value of the warrants would be subtracted from the $1,000,000 of such 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 fair market value of any consideration other than cash or securities will be determined in good faith 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 Holderappraiser 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.

Calculation of Consideration Received. In case any Option is issued in connection with the issuance or sale, or the Company publicly announces the issuance or sale of Options in connection with the issuance or sale, of other securities of the Company, together comprising one integrated transaction, (x) the Options will be deemed to have been issued for the Option Value of such Options and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been 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, less (II) the Option Value of such Options; provided, that if the 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 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 Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the net amount received by the Company therefor, before deduction . If any shares of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company will be the Market Closing Sale Price thereof as of such publicly traded securities on the date of receiptreceipt of such publicly traded securities. In case If any shares of Common Stock, Options or 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 corporationentity, 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 corporation entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or publicly traded securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 jointly by the Company therefore by deducting and the fair value Required Holders. If such parties are unable to reach agreement within ten (10) days after the occurrence of any type of securities an event requiring valuation (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“Valuation Event”), the fair value of the warrants would be subtracted from the $1,000,000 of such 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 fair market value of any consideration other than cash or securities will be determined in good faith within five (5) Trading Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and the Required Holders. The determination of such Holderappraiser 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.

Calculation of Consideration Received. If any Common ------------------------------------- Stock, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will shall be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable marketable securities, in which case the amount of consideration received by the Company will shall be the Market Price market price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any merger or consolidation other business combination in which the Company is the surviving corporationentity, 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 corporation entity as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or marketable securities will shall be determined in by the good faith reasonable business judgment Company, unless such consideration is paid by an Affiliate of the Board of Directors. Notwithstanding anything else herein to the contraryCompany, 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 therefore 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 considerationwhich case, the fair value of the warrants would be subtracted from the $1,000,000 of such 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 fair market value of any consideration other than cash or securities will be determined in good faith jointly by the Company and the Required Holders. If such Holderparties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an appraiser jointly selected by the Company and the Required Holders, whose determination shall be final and binding on the Company and all holders of Warrants (as defined in Section 8 below). The fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If any Option or Convertible Security is issued or deemed issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Corporation, together comprising one integrated transaction, (x) such Option or Convertible Security (as applicable) will be deemed to have been issued for consideration equal to the Black Scholes Consideration Value thereof and (y) the other securities issued or sold or deemed to have been issued or sold in such integrated transaction shall be deemed to have been issued for consideration equal to the difference of (I) the aggregate consideration received by the Corporation minus (II) the Black Scholes Consideration Value of each such Option or Convertible Security (as applicable). If any shares of Common Stock, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the gross amount received by the Company therefor, before deduction of reasonable Corporation therefor and not reduced by any standard and customary underwriter’s discounts or commissions, underwriting discounts standard and customary selling agent commissions or allowances expenses or other standard and customary reasonable expenses (but net of any amount or other consideration paid or incurred by the Company in connection with such issuancepayable to, grant or salewithheld by, plus the minimum aggregate amount any purchaser thereof or any of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange its affiliates). If any shares of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company Corporation will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company Corporation for such securities will be the Market Price thereof as average VWAP of such security for the five (5) Trading Day period immediately preceding the date of receipt. In case If any shares of Common Stock, Options or Convertible Securities 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 corporationentity, the amount of consideration therefor will be deemed to be the fair market value of such portion of the net assets and business (including goodwill) of the non-surviving corporation entity as is attributable to such shares of Common Stock, Options or Convertible Securities, Securities (as the case may be). The fair market value of any consideration other than cash or publicly traded securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 jointly by the Company therefore by deducting Corporation and the fair value applicable Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of any type of securities an event requiring valuation (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“Valuation Event”), the fair value of the warrants would be subtracted from the $1,000,000 of such 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 fair market value of any consideration other than cash or securities will be determined in good faith within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company Corporation and such 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 Corporation.

Calculation of Consideration Received. In case any Option is issued in connection with the issue or sale of other securities of the Company or Allora, as applicable, together comprising one integrated transaction, the Options will be deemed to have been issued at the lowest price per Option actually received by the Company or Allora, as applicable, and the other securities issued or sold in such integrated transaction will be deemed to have been issued or sold for the balance of the consideration received by the Company or Allora, as applicable. If any Common shares of EPOD Stock or Allora Stock, as applicable, or Options or Convertible Securities therefor are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will be deemed to be the gross amount received by the Company or Allora, as applicable, therefor. If any shares of EPOD Stock or Allora Stock, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stockas applicable, Options or Convertible Securities therefor are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company or Allora, as applicable, will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable securities, in which case the gross amount of consideration received by the Company or Allora, as applicable, will be the Market Price thereof as VWAP of such security on the date of receipt. In case If any Common shares of EPOD Stock or Allora Stock, as applicable, or Options or Convertible Securities therefor are issued to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company or Allora, as applicable, is the surviving corporationentity, 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 corporation entity as is attributable to such Common shares of EPOD Stock or Allora Stock, as applicable, or Options or Convertible SecuritiesSecurities therefor, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 jointly by the Company therefore by deducting or Allora, as applicable, on the fair value one hand, and the Required Warrant Holders, on the other hand. If such parties are unable to reach agreement within ten (10) days after the occurrence of any type of securities an event requiring valuation (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“Valuation Event”), the fair value of such consideration will be determined within five (5) Business Days after the warrants would be subtracted from tenth day following the $1,000,000 of consideration received Valuation Event by an independent, reputable appraiser jointly selected by the Company for or Allora, as applicable, and the purposes Required Warrant Holders. The determination of determining whether the shares of Common Stock issuable upon conversion of the convertible notes such appraiser shall be deemed to final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall 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 fair market value of any consideration other than cash or securities will be determined in good faith borne by the Company and such Holderor Allora, as applicable.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before after deduction of reasonable all commissions, underwriting discounts or allowances or and other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or 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 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 consideration, except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 holder of this Warrant may elect to determine the amount of consideration deemed to be received by the Company therefore by deducting the fair value of any type of securities (the "Disregarded SecuritiesDISREGARDED SECURITIES") issued, granted or sold in such transaction or series of transactions. If the Holder 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 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holder.the

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of determined: (a) by the Board of Directors. Notwithstanding anything else herein to Directors of the contrary, if Company in cases where the Common Stock, Options or Convertible Securities are issuedissued to Strategic Partners (as defined below) or to employees, granted independent contractors 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 others who perform services for the Company therefore by deducting the fair value of any type of securities (the "Disregarded Securities") issued, granted or sold in provided that such transaction or series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price determination shall be made pursuant to this Section 4 for in good faith and be based upon the issuance assessment by the Board of Directors 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 services provided to the Exercise Price hereunder as a result of the issuance of the Convertible Securities. The fair market value of any consideration Company); and (b) in all other than cash or securities will be determined cases, in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holders hereof, with the costs of such Holderappraisal to be borne by the Company. For purposes of this Warrant, the term "STRATEGIC PARTNER" means a person or entity with whom the Company has entered, or proposes to enter, into a strategic relationship involving the sale, marketing, manufacturing, or development of products of the Company or such other person or entity.

Calculation of Consideration Received. If any Common Stock, Options Purchase Rights or Convertible Securities are issued, granted issued or sold for cash, the consideration received therefor for purposes of this Warrant such rights or securities will be the amount actually received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeableCompany. In case any Common Stock, Options Purchase Rights or 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 the consideration other than cash received by the Company will (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receiptconsideration. In case any Common Stock, Options Purchase Rights or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. Notwithstanding anything else herein to the contrary, if Common Stock, Options Stock Purchase Rights or Convertible Securities are issued, granted issued 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 therefore therefor by deducting the fair market value of any type of securities (the "Disregarded Securities") issued, granted issued 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 paragraph (c) for the issuance of the Disregarded Securities or upon any conversion conversion, exercise or exercise exchange 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holder.

Calculation of Consideration Received. If, during the Adjustment Period, any Option, Convertible Security, and/or Adjustment Right (other than Excluded Securities) is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (the “Primary Security” and such Option, Convertible Security, and/or Adjustment Right, a “Secondary Security”), together comprising one integrated transaction, the Primary Security issued or sold in such integrated transaction shall be deemed to have been issued for consideration equal to the difference of (A) the aggregate consideration received by the Company to purchase such Primary Security and each such Option, Convertible Security, and/or Adjustment Right (as applicable), minus (B) the product of (1) the sum of the Black Scholes Consideration Value (as defined below) of each such Option, Convertible Security, and/or Adjustment Right (as applicable) on a per Convertible Securities Share basis multiplied by (2) the aggregate number of Convertible Securities Share issued or issuable pursuant to such Option, Convertible Security, and/or Adjustment Right (as applicable). If any Common StockOrdinary Shares, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for purposes the purpose of this Warrant determining the consideration paid for such Ordinary Shares, Options or Convertible Securities, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the gross amount of consideration received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case If any Common StockOrdinary Shares, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cashcash (for the purpose of determining the consideration paid for such Ordinary Shares, Options or Convertible Securities, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of the such consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the Market Price thereof arithmetic average of the VWAPs (as defined below) of such security for each of the five (5) Business Days immediately preceding the date of receipt. In case If any Common StockOrdinary Shares, Options or 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 corporationentity (for the purpose of determining the consideration paid for such Ordinary Shares, Option or Convertible Security, but not for the purpose of the calculation of the Black Scholes Consideration Value), 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 corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 therefore 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holder.

Calculation of Consideration Received. If any Common Stock, Options Option or Convertible Securities are issued, granted Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the amount received by the Company thereforCorporation therefor (net of non-customary discounts, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeablecommissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will Corporation shall be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will Corporation shall be the Market Price thereof as of the date of receipt. In case If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, 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 corporation entity as is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. The fair market value of any consideration other than cash or and securities will shall be determined in jointly by the good faith reasonable business judgment Corporation and the holders of a majority of the Board of Directors. 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 therefore by deducting the fair value of any type of securities (the "Disregarded Securities") issued, granted or sold in such transaction or series of transactionsthen outstanding Series B Preferred. If the Holder makes an election pursuant such parties are unable to the immediately preceding sentence, no adjustment to the Exercise Price shall be made pursuant to this Section 4 for the issuance reach agreement within a reasonable period 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 considerationtime, the fair value of the warrants would such consideration shall be subtracted from the $1,000,000 determined by an independent appraiser experienced in valuing such type of consideration received selected by the Company for Corporation and approved by the purposes holders of determining whether the shares of Common Stock issuable upon conversion a majority of the convertible notes then outstanding Series B Preferred (such approval not to be unreasonably withheld). The determination of such appraiser shall be deemed to final and binding upon the parties, and the fees and expenses of such appraiser shall 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 fair market value of any consideration other than cash or securities will be determined in good faith borne by the Company and such HolderCorporation.

Calculation of Consideration Received. If any Common Stock, Options Purchase Rights or Convertible Securities are issued, granted issued or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options Purchase Rights or 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 the consideration other than cash received by the Company will (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of on the date of receipt. In case any Common Stock, Options Purchase Rights or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. Notwithstanding anything else herein to the contrary, if Common Stock, Options Purchase Rights or Convertible Securities are issued, granted issued 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 therefore therefor by deducting the fair value of any type of securities (the "“Disregarded Securities"”) issued, granted issued 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 paragraph (c) for the issuance of the Disregarded Securities or upon any conversion conversion, exercise or exercise exchange 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 The independent members of the Common Stock on the date Company’s Board of issuance of Directors shall calculate reasonably and in good faith, using standard commercial valuation methods appropriate for valuing such warrants in exchange for $1,000,000 of considerationassets, 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holdersecurities.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cashcash at any time during the Adjustment Period, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before after deduction of reasonable all commissions, underwriting discounts or allowances or and other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or 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, at any time during the Adjustment Period, the amount of 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 consideration, except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporationcorporation at any time during the Adjustment Period, 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 corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 transactionstransactions at any time during the Adjustment Period, the Holder holder of this Warrant may elect to determine the amount of consideration deemed to be received by the Company therefore 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 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Company and such Holderholder.

Calculation of Consideration Received. If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options or Convertible Securitiesconsideration, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 therefore 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 fair market value of any consideration other than cash or securities will be determined in good faith by the Board of Directors. The consideration per share received by the Company for Common Stock Equivalents deemed to have been issued pursuant to subsections 11(b)(ii)(A) and 11(b)(ii)(B), relating to Options and Convertible Securities, shall be determined by dividing: (I) the total amount, if any, received or receivable by the Company as consideration for the issue of such HolderOptions or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by (II) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

Calculation of Consideration Received. If any Common ------------------------------------- Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair market value of such consideration consideration, except where such consideration consists of freely-tradeable securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any merger or consolidation in which the Company is the surviving corporation, 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 corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair market value of any consideration other than cash or securities will be determined in the good faith reasonable business judgment of determined: (a) by the Board of Directors. Notwithstanding anything else herein to Directors of the contrary, if Company in cases where the Common Stock, Options or Convertible Securities are issuedissued to Strategic Partners (as defined below) or to employees, granted independent contractors 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 others who perform services for the Company therefore by deducting the fair value of any type of securities (the "Disregarded Securities") issued, granted or sold in provided that such transaction or series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price determination shall be made pursuant to this Section 4 for in good faith and be based upon the issuance assessment by the Board of Directors 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 services provided to the Exercise Price hereunder as a result of the issuance of the Convertible Securities. The fair market value of any consideration Company); and (b) in all other than cash or securities will be determined cases, in good faith by an investment banker or other appropriate expert of national reputation selected by the Company and reasonably acceptable to the holders hereof, with the costs of such Holderappraisal to be borne by the Company. For purposes of this Warrant, the term "STRATEGIC PARTNER" means a person or entity with whom the Company has entered, or proposes to enter, into a strategic relationship involving the sale, marketing, manufacturing, or development of products of the Company or such other person or entity.

Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Original Issue Date, issue or sell, or is deemed to have issued or sold, any shares of Common Stock, Options Stock or Convertible Securities are issued, granted or sold Securities: (A) for cash, the consideration received therefor for purposes of this Warrant will shall be deemed to be the net amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at the time such Options or Convertible Securities first become exercisable, convertible or exchangeable. In case any Common Stock, Options or Convertible Securities are issued or sold ; (B) for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash received by the Company will shall be the fair market value of such consideration received by the Company, except where such consideration consists of freely-tradeable marketable securities, in which case the amount of such consideration shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities by the Company; (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 value of such portion of the aggregate consideration received by the Company will be in such transaction as is attributable to such shares of Common Stock or Convertible Securities, as the Market Price thereof as case may be, issued in such transaction; or (D) to the owners of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued non-surviving entity in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. therefor will shall be deemed to be the fair market value of such portion of the net assets and business of the non-surviving corporation entity as is attributable to such shares of Common Stock, Options Stock or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair market value of any consideration other than cash or marketable securities will shall be determined in the good faith reasonable business judgment of jointly by the Board of Directors. Notwithstanding anything else herein to and the contraryHolder; provided, however, that 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 Board and the Holder are unable to reach agreement within a reasonable period of this Warrant may elect to determine the amount of consideration deemed to be received by the Company therefore by deducting the time, such 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 fair market value of any consideration other than cash or securities will be determined in good faith by an independent investment banking or valuation firm selected jointly by the Company Board and such Holderthe Holder or, if that selection cannot be made within ten days, by an independent investment banking or valuation firm selected by the American Arbitration Association in accordance with its rules.

Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right 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 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 lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible 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 2(b)(i) or 2(b)(ii) above and (z) the lowest VWAP of the Common Stock on any Trading Day during the four Trading Day period immediately following the public announcement of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released prior to the opening of the Principal Market on a Trading Day, such Trading Day shall be the first Trading Day in such four Trading Day period). If any shares of Common Stock, Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued 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 any shares of Common Stock, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of all such Options or Convertible Securities at are issued or sold or deemed to have been issued or sold for cash, the time consideration received therefor (for the purpose of determining the consideration paid for such Options Common Stock, Option or Convertible Securities first become exercisableSecurity, convertible or exchangeablebut 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. In case If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the such consideration other than cash 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 market value of such consideration consideration, except where such consideration consists of freely-tradeable publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the Market Price thereof as arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. In case If any shares of Common Stock, Options or 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 corporationentity, 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 market value of such portion of the net assets and business of the non-surviving corporation entity as is attributable to such shares of Common Stock, Options or Convertible Securities, Securities (as the case may be). The fair market value of any consideration other than cash or publicly traded securities will be determined in the good faith reasonable business judgment of the Board of Directors. 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 jointly by the Company therefore by deducting and the fair value Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of any type of securities an event requiring valuation (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“Valuation Event”), the fair value of the warrants would be subtracted from the $1,000,000 of such 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 fair market value of any consideration other than cash or securities will be determined in good faith 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 Holderappraiser 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.