Common use of Cash and Property Clause in Contracts

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interestCompany; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Company excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iii) and in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCompany's managers or governing board; and (iii3) in the event Additional Shares of Common Stock additional shares are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board Company's board of Directors of the Corporationdirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount amounts of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issueissue or sale, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which that covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount amounts of cash received by the Corporation, Company excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii3) in the event if Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall:: ----------------- (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall:: ------------------- (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issueissuance, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or of securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (ia) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iib) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiic) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCompany; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationCompany.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiiIII) in the event Additional Shares of Common Stock Securities are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issueissuance, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or of securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and (iiiC) in the event Additional Shares shares of Common Stock and Common Stock Equivalents are issued in a Dilutive Issuance together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the Corporation.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount amounts of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCompany; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationCompany.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationIssuer, excluding amounts paid or payable for accrued interest; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined by the Issuer in good faith by the Board of Directors of the Corporationand in a commercially reasonable manner; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Issuer for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined by the Issuer in good faith by the Board of Directors of the Corporationand in a commercially reasonable manner.

Cash and Property. Such consideration shall: : (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; ; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined reasonably in good faith by the Board of Directors of the Corporation; and Directors, and (iiiC) in the event Additional Shares of Common Stock are is issued together with other shares interests or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it if consists of property other than cash, be computed at as the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares stock or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses clause (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCompany; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so receivedreceived for the Additional Shares of Common Stock, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationCompany.

Cash and Property. Such consideration shall: : (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; ; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCompany; and and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationCompany.

Cash and Property. Such consideration shall: shall (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; interest or accrued dividends; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: : (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; ; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and Directors, and (iii) in the event shares of Additional Shares of Common Stock are issued together with other shares interests or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (ia) and (iib) above, as reasonably determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall:: ----------------- (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issuethereof, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Company excluding amounts paid or payable for accrued interestinterest or distributions; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Common Shares of Common Stock are issued (or deemed issued) together with other shares Shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) aboveat the fair market value thereof, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationBorrower, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Borrower for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i) A. insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (ii) B. insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard, including at least a Preferred Director Majority; and (iii) C. in the event Additional Shares of Common Stock Units are issued together with other shares units or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) 9.2(e)(i)A and (ii) 9.2(e)(i)B above, as determined in good faith by the Board of Directors of the CorporationBoard, including at least a Preferred Director Majority.

Cash and Property. Such consideration shall: shall (ix) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; , (iiy) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and and (iiiz) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (ix) and (iiy) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation, including the Preferred Stock Director; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation, including the Preferred Stock Director.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Company excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i) i. insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (ii) . insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCompany; and (iii) . in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationCompany.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the Corporation.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and (iiiC) in the event shares of Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so receivedreceived for the shares of Additional Common Stock, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the Corporation.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board and the Holders of Directors a majority in outstanding principal amount of the CorporationDebentures.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Company excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCompany and Holder; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses subsections (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationCompany and Holder.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (ia) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iib) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationManagers; and (iiic) in the event Additional Shares of Common Stock Units are issued together with other shares Units or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (ia) and (iib) above, as determined in good faith by the Board of Directors of the CorporationManagers.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issueissuance, as determined in good faith by the Board of Directors of the Corporation; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall:: ----------------- (iA) insofar as it consists of cash, be computed at the aggregate amount amounts of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporationcorporation, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporationcorporation; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the Corporationcorporation.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as reasonably determined in good faith by the Board of Directors of the Corporation; and (iii3) in the event Additional Common Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as reasonably determined in good faith by the Board of Directors of the Corporation.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount amounts of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Corporation’s Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Corporation’s Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issueissuance, as determined in good faith by the Board of Directors of the Corporationin good faith; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers bothboth cash and property, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the Corporationin good faith.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (ia) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiinterest;(b) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors Managers, including at least a majority of the CorporationSeries A Managers; and (iiiand(c) in the event Additional Shares of Common Stock Units are issued together with other shares Units or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (ia) and (iib) above, as determined in good faith by the Board of Directors Managers, including at least a majority of the CorporationSeries A Managers.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationIssuer, excluding amounts paid or payable for accrued interest; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Issuer for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts amount paid or payable for accrued interestinterest or accrued dividends; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issueissuance, as determined in good faith by the Board of Directors of the CorporationBoard; and (iii) in the event Additional Shares of Common Series BB Preferred Stock are issued together with other shares or of securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest;; and (iiII) insofar as it consists of property other than cashcash (“Non-Cash Consideration”), be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the Corporation.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCOMPANY, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCOMPANY; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation COMPANY for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationCOMPANY.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation(including at least one (1) Preferred Director); and (iiiC) in the event Additional Shares of Common Stock Units are issued together with other shares units or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation(including at least one (1) Preferred Director).

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value Fair Market Value thereof at the time of such issue, as determined in good faith by the Board Company's board of Directors directors with the assistance of the Corporationqualified professionals, as necessary; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board Company's board of Directors of the Corporationdirectors.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iA) insofar Insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar Insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in In the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: shall (ix) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; ; (iiy) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCompany; and and (iiiz) in the event Additional Common Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (ix) and (iiy) above, as determined in good faith by the Board of Directors of the CorporationCompany.

Cash and Property. Such consideration shall: (i) i. insofar as it consists of cash, be computed at the aggregate amount of cash received and to be received by the CorporationCompany with respect thereto, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii) . insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii) . in the event Additional Shares of Common Stock are issued together with other shares or of securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issueissuance, as determined in good faith by the Board of Directors of the Corporationin good faith; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers bothboth cash and property, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the Corporationin good faith.

Cash and Property. Such consideration shall: (ia) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iib) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiic) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (ia) and (iib) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall:: ----------------- (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Company excluding amounts paid or payable for accrued interest;interest or accrued dividends; EXHIBIT A (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property property, services or other than cashnon-cash consideration, be computed at the fair market value thereof at the time of such issue, as determined in iii good faith by the Board of Directors of the CorporationDirectors; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation, including the Series A Director; and (iii) and I in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iB) and (iiC) above, as determined in good faith by the Board of Directors of the Corporation, including the Series A Director.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Corporation’s Board of Directors of the CorporationDirectors; and (iiiC) in the event if Additional Shares of Common Stock Securities are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so receivedreceived for such Additional Securities, computed as provided in clauses subclauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Company excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value Fair Market Value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation(absent manifest error); and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the Corporation(absent manifest error).

Cash and Property. Such consideration shallwill: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors members of the CorporationBoard other than any member who will receive such property; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which that covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors members of the CorporationBoard other than any member who will receive such consideration.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: : (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interest; interest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (ia) and (iib) above, as reasonably determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Post-Closing Board of Directors of the CorporationDirectors; and (iii3) in the event Additional Ordinary Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Post-Closing Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of Directors, including the CorporationBattery Member; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of Directors, including the CorporationBattery Member.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;. (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors irrespective of the Corporationany accounting treatment; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i) A. insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (ii) B. insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationCompany; and (iii) C. in the event Additional additional Shares of Common Class A Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationCompany.

Cash and Property. Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property property, services or other than cashnon-cash consideration, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interestinterest or dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (ia) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iib) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issueissuance, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiic) in the event Additional Shares of Common Stock are issued together with other shares or of securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (ia) and (iib) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors in the good faith exercise of the Corporationits reasonable business judgment; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Company excluding amounts paid or payable for accrued interestinterest or accrued dividends; (ii2) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii3) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i1) and (ii2) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporationcorporation, excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares additional shares of Common Stock are issued together with other shares or of securities or other assets of the Corporation corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: : (i) insofar as it consists of cash, be computed at the aggregate amount of cash so received by the Corporationor paid, as applicable, excluding amounts paid or payable for accrued interest; ; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and repurchase or redemption and (iii) in the event Additional Shares of Common Stock are issued issued, together with other shares interests or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as reasonably determined in good faith by the Board of Directors of the CorporationCompany.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, Corporation excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Board of Directors of the CorporationBoard.

Cash and Property. Such consideration shall: (i1) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (ii2) insofar as it consists of securities, be computed as set forth in Section A.3(d) above; (3) insofar as it consists of property other than cashcash or securities, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationDirectors; and (iii4) in the event Additional Common Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, be computed as provided in clauses (i1) and through (ii3) above, as determined in good faith by the Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, SCHI excluding amounts paid or payable for accrued interestinterest or accrued dividends; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as mutually determined in good faith by the SCHI's Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation SCHI for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as mutually determined in good faith by the SCHI's Board of Directors of the Corporation.Directors;

Cash and Property. Such consideration shall: (iA) insofar as it consists of cash, be computed at the aggregate amount of cash received by the CorporationCompany, excluding amounts paid or payable for accrued interest; (iiB) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Company’s Board of Directors of the CorporationDirectors; and (iiiC) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, as determined in good faith by the Company’s Board of Directors of the CorporationDirectors.

Cash and Property. Such consideration shall: (iI) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (iiII) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the CorporationBoard; and (iiiIII) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (iI) and (iiII) above, as determined in good faith by the Board of Directors of the CorporationBoard.