Common use of Computation of Consideration Clause in Contracts

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For The consideration received by the purposes Issuer shall be deemed to be the following: to the extent that any Additional Shares of this Section 3, (a) Common Stock or any Common Stock Equivalents shall be issued for a cash consideration, the consideration received by the Issuer therefor, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Issuer for or in connection with the underwriting thereof or otherwise in connection with the issue thereof; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration payable to the Issuer upon the exercise, conversion or sale exchange of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock shall, irrespective or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital Stock of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) Issuer other than cashCommon Stock, the Issuer shall be computed at the Fair Value thereof at the time of deemed to have received for such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other stock or securities or other assets than cash, the Board shall notify the Holder of this Warrant of its determination of the Company for a consideration which covers both, be the portion fair market value of such consideration so receivedprior to payment or accepting receipt thereof. If, computed as provided within thirty days after receipt of said notice, the Majority Holders shall notify the Board in clauses (i) and (ii) above, allocable writing of their objection to such Additional Shares of Common Stockdetermination, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption determination of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment fair market value of such consideration to protect against dilution) payable to shall be made by an Independent Appraiser selected by the Company upon Majority Holders with the exercise in full approval 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, in each case computing such consideration as provided in the foregoing subdivision Board (awhich approval shall not be unreasonably withheld), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., whose fees and expenses shall be deemed to have been issued for no considerationpaid by the Issuer.

Computation of Consideration. For the purposes of this Section 3,7: (ai) The consideration received by the Company upon the actual issuance of Additional Shares of Common shall be deemed to be the sum of the amount of cash and the fair value of property (as determined in good faith by resolution of the Board of Directors of the Company as at the time of issue or "deemed issue" in the case of the following paragraph (ii)) received or receivable by the Company as the consideration or part of the consideration (v) at the time of issuance of the Common, (w) for the issuance of any rights or options upon the exercise of which such Common was issued, (x) for the issuance of any rights or options to purchase Convertible Securities upon the conversion of which such Common was issued, (y) for the issuance of the Convertible Securities upon conversion of which such Common was issued, and (z) at the time of the actual exercise of such rights, options or conversion privileges upon the exercise of which such Common was issued, in each case without deduction for commissions and expenses incurred by the Company for any underwriting of, or otherwise in connection with the issue or sale of, such rights, options, Convertible Securities or Common, but after deduction of any sums paid by the Company in cash upon the exercise of, and pursuant to, such rights, options or conversion privileges in respect of fractional shares of Common; and (ii) The consideration deemed to have been received by the Company for Additional Shares of Common Stock shalldeemed to be issued pursuant to rights, irrespective options and conversion privileges by reason of transactions of the accounting treatment of such consideration, (icharacter described in Section 7(e) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition foregoing paragraph (i)) that would be received or receivable by the Company at or before the actual issue of 'Fair Value' herein; (b) Additional Shares such shares of Common Stock so deemed to be issued, if all rights, options and conversion privileges necessary to effect the actual issue of the number of shares deemed to have been issued pursuant had been exercised (successively exercised in the case of rights or options to Section 3.3, relating to Options and purchase Convertible Securities), shall be deemed to have been issued for a and the minimum consideration per share determined by dividing (i) the total amount, if any, received and or receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, upon such exercise had been received; all computed without regard to any provision contained therein for a subsequent adjustment the possible future effect of anti-dilution provisions on such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the rights, options and/or 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, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etcprivileges., shall be deemed to have been issued for no consideration.

Computation of Consideration. For To the purposes extent that any ---------------------------- Additional Shares of this Section 3, Common Stock or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Common Stock or any securities convertible into Additional Shares of Common Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (ax) the amount of the cash received by the Company therefor, (y) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are offered by the Company for subscription, the subscription price, or (z) if such Additional Shares of Common Stock or warrants, options or other rights or convertible securities are sold to or through underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case disregarding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issuance thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors in a manner reasonably acceptable to the Holder. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the issue same shall be the consideration received by the Company for issuing such warrants, options or sale other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Common Stock shallor warrants, irrespective options or other rights or convertible securities in payment or satisfaction of the accounting treatment of such consideration, (i) insofar as it consists of cashany dividends in a fixed amount, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed shall be deemed to underwriters, dealers or others performing similar services in connection with have received for such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities warrants, options or other assets of the Company for rights or convertible securities a consideration which covers both, be equal to the portion amount of such consideration dividend so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash paid or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etcsatisfied., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) , the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities securities, is to be determined as provided in the definition of 'Fair Value' hereinValue in this Warrant; (biv) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.33B, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing: (ia) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision this subsection (a), ) by (iib) 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (cv) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.43C, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 32, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.32.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.42.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,9: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallactually issued or sold or for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration,, shall (i) insofar as it consists of cash, be computed at as the amount of cash actually received by the Company, without after deducting any expenses paid or incurred by the Company Company, or any commissions or compensations compensation paid or concessions or discounts allowed by the Company to underwritersHolders, dealers or others performing similar services in connection with any such issue or sale,; (ii) insofar as it consists of property consideration (including securitiessecurities as defined in the Securities Act) other than cash, be computed at as the Fair Value market value thereof at the time of any such issue, sale, grant or assumption as determined in good faith by the Board of Directors of the Company (which determination shall be evidenced in a certificate delivered promptly to each Holder and which determination shall be subject to the procedures for disagreement as provided in item (b) of the definition of "Fair Market Value" in Section 9.2(a)), after deducting any expenses paid or incurred by the Company, or any commissions or compensation paid or concessions or discounts allowed by the Company to Holders, dealers or others performing similar services in connection with any such issue or sale, ; and (iii) in case insofar as Additional Shares of Common Stock are issued or sold sold, Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which that covers both, be the portion proportion of such consideration so received, (computed as provided in clauses (i) and (ii) above, ) allocable to such Additional Shares of Common Stock, such allocation to be Stock or Convertible Securities as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is Company (which determination shall be evidenced in a certificate delivered promptly to each Holder and which determination shall be determined subject to the procedures for disagreement as provided in item (b) of the definition of '"Fair Market Value' herein;" in Section 9.2(a)). (b) The following shall be deemed to be issued without consideration: (i) all Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company; and (ii) all Additional Shares of Common Stock deemed issued to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for effect a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption subdivision of the Options or Convertible Securities in question, plus the minimum aggregate amount outstanding shares of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for Common Stock into a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum greater number of shares of Common Stock (as set forth otherwise than by payment of a dividend in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Common Stock. Additional Shares of Common Stock deemed Stock, Options or Convertible Securities issued to have been issued pursuant to Section 3.4directors, relating to stock dividendsmanagement, stock splits, etc., employees and related parties shall be deemed to have been be issued (i) without consideration if not issued for no considerationcash or property and (ii) for less than either the Exercise Price or the Fair Market Value to the extent that any cash or the fair value of property, as determined in good faith by the Board of Directors, received for such securities is less than either the Exercise Price or the Fair Market Value of such securities.

Computation of Consideration. For the purposes of this Section 3,7.4: (a) the consideration for the issue or sale of any Additional Common Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount fair value thereof at the time of cash received such issue or sale, as determined in good faith by the CompanyBoard, without deducting deduction for any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at . In the Fair Value thereof at the time of such issue or sale, and (iii) in case event Additional Common Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, the consideration for the issue or sale of Additional Common Shares shall be the portion of such consideration so received, computed as provided in clauses (i) and (ii) abovethis Section 7.4.6, allocable to such Additional Common Shares, all as determined in good faith by the Board. Notwithstanding the foregoing, if Additional Common Shares are issued (i) to an Affiliate of the Company or (ii) in connection with any acquisition by the Company of stock or assets of a third party or parties, the fair value of such Additional Common StockShares at the time of such issue or sale shall be the value as determined in good faith by the Board, except that in the case of issuances to Affiliates of the Company, or in connection with acquisitions by the Company of stock or assets of a third party, such allocation to fair value shall be determined the value set forth in an opinion of independent accountants or investment bankers selected by the same manner that Company, if such engagement is reasonably requested by the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinMajority Warrantholders; (b) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, 7.4.4 hereof shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amountamount of consideration, if any, received and and/or receivable by the Company as direct consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration the purpose of which is to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision clause (a), 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 number the purpose of which is to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., 7.4.5 hereof shall be deemed to have been issued for no consideration, unless the Company actually receives consideration for any such issuance.

Computation of Consideration. For the purposes of this Section 3,2: (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the amount of cash actually received by the Company, without deducting Company net of any expenses paid or incurred by the Company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including includ ing securities) other than cashcash actually received by the Company, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company; (iii) insofar as it consists neither of cash nor of other property, be computed as having no value; and (iiiiv) in case Additional Shares of Common Stock are issued or sold together with other stock or securities securi ties or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i), (ii) and (iiiii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, 2.3 hereof shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amountamount of cash and other property, if any, received and receivable by the Company as direct consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional addi tional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration the purpose of which is to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion conver sion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision clause (a), 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 number the purpose of which is to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securitiessecurities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., 2.4 hereof shall be deemed to have been issued for no consideration.

Computation of Consideration. For The consideration received by the purposes Issuer shall be the following: to the extent that any Additional Shares of this Section 3, (a) Common Stock or any Common Stock Equivalents shall be issued for cash consideration, the consideration received by the Issuer therefor, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Issuer for or in connection with the underwriting thereof or otherwise in connection with the issue thereof; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration payable to the Issuer upon the exercise, conversion or sale exchange of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock shall, irrespective or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital Stock of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) Issuer other than cashCommon Stock, the Issuer shall be computed at the Fair Value thereof at the time of deemed to have received for such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other stock or securities or other assets than cash, the Board shall notify the Holder of this Warrant of its good faith determination of the Company for a consideration which covers both, be the portion fair market value of such consideration so receivedprior to payment or accepting receipt thereof. If, computed as provided within thirty days after receipt of said notice, the Majority Holders shall notify the Board in clauses (i) and (ii) above, allocable writing of their objection to such Additional Shares of Common Stockdetermination, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption determination of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment fair market value of such consideration to protect against dilution) payable to shall be made by an Independent Appraiser selected by the Company upon Majority Holders with the exercise in full approval 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, in each case computing such consideration as provided in the foregoing subdivision Board (awhich approval shall not be unreasonably withheld), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., whose fees and expenses shall be deemed to have been issued for no considerationpaid by the Issuer.

Computation of Consideration. For the purposes of this Section 3,: (a) i. the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (iA) insofar as it consists of cash, be computed at the amount of cash actually received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (iiB) insofar as it consists of property (including securities) other than cashcash actually received by the Company, or of consideration other than cash or of other property, be computed at the Fair Value fair value thereof at the time of such issue or sale, andas determined in good faith by the Board of Directors of the Company; (iiiC) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (iA) and (iiB) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) ii. Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, 2.c hereof shall be deemed to have been issued for a consideration per share determined by dividing: (iA) the total amountamount of cash and other property, if any, received and receivable by the Company as direct consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration the purpose of which is to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a)Section 3.e.i., by (iiB) 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 number the purpose of which is to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) iii. Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., 3.d hereof shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, : (a1) the consideration for the issue or sale of any Additional Shares shares of Common Stock shallor any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, , (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the CompanyCorporation, and insofar as it consists of securities, the Market Price therefor or insofar as it consists of other property, the Fair Market Value thereof, as of the date immediately preceding such issue, sale, grant, or the record date therefor, in each case without deducting any expenses paid or incurred by the Company or Corporation, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services services, and any accrued interest or dividends in connection with such issue or sale, , and (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares shares of Common Stock or Options or Convertible Securities are issued or are to be issued, sold or granted together with other stock or securities or other assets of the Company Corporation for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses subdivision (i) and (ii) above, allocable to such Additional Shares shares of Common StockStock or Options or Convertible Securities, such allocation to be as the case may be, all as determined by the Board of Directors of the Corporation in the same manner that the Fair Value good faith reasonable exercise of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; its business judgment; and (b2) Additional Shares shares of Common Stock deemed to have been issued upon the issue, sale, or grant of Options or Convertible Securities pursuant to Section 3.3, relating to Options and Convertible Securities3(b), shall be deemed to have been issued for a consideration per share of Common Stock determined by dividing dividing (i) the total amount, if any, received and receivable (or, pursuant to this Section 3(l), deemed to have been received) by the Company Corporation as consideration for the issue, sale, or grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company Corporation upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing comprising such consideration as provided in the foregoing subdivision (a1), by 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3Article III, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by gross proceeds to the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '“Fair Value' ” herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the applicable Options or Convertible Securities in questionSecurities, 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 to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision clause (a)) above, 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., splits and similar corporate events shall be deemed to have been issued for no consideration.

Computation of Consideration. For The consideration received by ---------------------------- the purposes Corporation shall be deemed to be the following: to the extent that any Additional Shares of this Section 3, (a) Common or any Common Stock Equivalents shall be issued for a cash consideration, the consideration received by the Corporation therefor, or, if such Additional Shares of Common or Common Stock Equivalents are offered by the Corporation for subscription, the subscription price, or if such Additional Shares of Common or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in each such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Corporation for and in the underwriting of, or otherwise in connection with, the issue thereof; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the consideration received by the Corporation shall be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of Common issuable pursuant to any Common Stock Equivalent shall be the consideration received by the Corporation for issuing such Common Stock Equivalents, plus the additional consideration payable to the Corporation upon the exercise, conversion or sale exchange of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common or Common Stock shall, irrespective Equivalents in payment or satisfaction of the accounting treatment any dividend upon any class of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) Stock other than cashCommon, the Corporation shall be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company deemed to have received for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, or Common Stock Equivalents a consideration equal to the amount of such allocation dividend so paid or satisfied. In any case in which the consideration to be determined in the same manner that the Fair Value of property not consisting of cash received or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, paid shall be deemed to have been issued for a consideration per share determined by dividing (i) other than cash, the total amount, if any, received and receivable by Board shall notify the Company as consideration for the issue, sale, grant or assumption Holder of this Warrant of its determination of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment fair market value of such consideration prior to protect against dilution) payable payment or accepting receipt thereof. If, within ten days after receipt of said notice, the Holders of Warrants exercisable for at least a majority of Warrant Stock then unissued shall notify the Board in writing of their objection to the Company upon the exercise in full such determination, a determination of fair market value of such Options or consideration shall be made by arbitration in accordance with the conversion or exchange Rules of such Convertible Securities orthe American Arbitration Association, by an arbitrator in the case City of Options for Convertible SecuritiesChicago, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etcIllinois., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,section 2: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration,, shall (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without after deducting any expenses paid or incurred by the Company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property consideration (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, after deducting any expenses paid or incurred by the Company for any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion proportion of such consideration so received, computed as provided in clauses subdivisions (i) and (ii) above, allocable to such Additional Shares of Common StockStock or Convertible Securities, such allocation to be as the case may be, all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) All Options issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, all Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and. (cd) Additional Shares of Common Stock issued or deemed to have been issued pursuant to Section 3.4the operation of anti-dilution provisions applicable to Convertible Securities (other than the Warrants), relating to stock dividends, stock splits, etc., Options or other securities of the Company (either as a result of the adjustments provided for by the Warrants or otherwise) shall be deemed to have been issued for no without consideration.

Computation of Consideration. For the purposes of this Section 3,Warrant: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the Company, and insofar as it consists of securities or other property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or sale of Additional Shares of Common Stock and the Market Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company or Company, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iiiii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses clause (i) and (ii) above, allocable to such Additional Shares of Common Stock or Options or Convertible Securities, as the case may be, all as determined in good faith by the Board of Directors of the Company. b) All Additional Shares of Common Stock, such allocation Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be determined in the same manner that the Fair Value of property not consisting of cash or securities is deemed to be determined as provided in the definition of 'Fair Value' herein;have been issued without consideration. (bc) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.32D, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange exchanges 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, in each case computing such consideration as provided in the foregoing subdivision subsection (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,2 (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company; and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.32.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.42.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '"Fair Value' " herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 35, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the gross amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, agents, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.35.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.45.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3section 2, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company (subject to confirmation by a firm of independent certified public accountants of recognized standing approved by the Holder), and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value Company (subject to confirmation by a firm of property not consisting independent certified public accountants of cash or securities is to be determined as provided in recognized standing approved by the definition of 'Fair Value' hereinHolder); (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3---------------------------- 2, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company (if Holder objects to such determination, Holder may seek and receive, at the Company's expense, third party appraisal, which shall be the exclusive and binding determination to be used) and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, all as determined in good faith by the Board of Directors of the Company (if Holder objects to such allocation determination, Holder may seek and receive, at the Company's expense, third party appraisal, which shall be the exclusive and binding determination to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinused); (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.32.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, 2.4 relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of net cash received by proceeds to the Company, without after deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '‘Fair Value' ’ herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Common Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of gross cash received by proceeds to the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Common Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common StockShares, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum number of shares of Common Stock Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,8: ---------------------------- --------- (ai) The consideration received by the Company upon the actual issuance of Additional Shares of Common shall be deemed to be the sum of the amount of cash and the fair value of property (as determined in good faith by resolution of the Board of Directors of the Company as at the time of issue or "deemed issue" in the case of the following paragraph (ii)) received or receivable by the Company as the consideration or part of the consideration (v) at the time of issuance of the Common, (w) for the issuance of any rights or options upon the exercise of which such Common was issued, (x) for the issuance of any rights or options to purchase Convertible Securities upon the conversion of which such Common was issued, (y) for the issuance of the Convertible Securities upon conversion of which such Common was issued, and (z) at the time of the actual exercise of such rights, options or conversion privileges upon the exercise of which such Common was issued, in each case without deduction for commissions and expenses incurred by the Company for any underwriting of, or otherwise in connection with the issue or sale of, such rights, options, Convertible Securities or Common, but after deduction of any sums paid by the Company in cash upon the exercise of, and pursuant to, such rights, options or conversion privileges in respect of fractional shares of Common; and (ii) The consideration deemed to have been received by the Company for Additional Shares of Common Stock shalldeemed to be issued pursuant to rights, irrespective options and conversion privileges by reason of transactions of the accounting treatment of such consideration, (icharacter described in Section 8(d) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition foregoing ------------ paragraph (i)) that would be received or receivable by the Company at or before the actual issue of 'Fair Value' herein; (b) Additional Shares such shares of Common Stock so deemed to be issued, if all rights, options and conversion privileges necessary to effect the actual issue of the number of shares deemed to have been issued pursuant had been exercised (successively exercised in the case of rights or options to Section 3.3, relating to Options and purchase Convertible Securities), shall be deemed to have been issued for a and the minimum consideration per share determined by dividing (i) the total amount, if any, received and or receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, upon such exercise had been received; all computed without regard to any provision contained therein for a subsequent adjustment the possible future effect of anti-dilution provisions on such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the rights, options and/or 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, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etcprivileges., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '“Fair Value' ” herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., splits and similar corporate events shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,section 2: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration,, shall (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property consideration (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, without deducting any expenses paid or incurred by the Company for any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion proportion of such consideration so received, computed as provided in clauses subdivisions (i) and (ii) above, allocable to such Additional Shares of Common StockStock or Convertible Securities, such allocation to be as the case may be, all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) All Options issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, all Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and. (cd) Additional Shares of Common Stock issued or deemed to have been issued pursuant to Section 3.4the operation of anti-dilution provisions applicable to Convertible Securities (other than the Warrants), relating to stock dividends, stock splits, etc., Options or other securities of the Company (either as a result of the adjustments provided for by the Warrants or otherwise) shall be deemed to have been issued for no without consideration.

Computation of Consideration. For To the purposes extent that any Additional ---------------------------- Shares of this Section 3, (a) the consideration Other Stock or any Convertible Securities or any warrants, options or other rights to subscribe for the issue or sale of purchase any Additional Shares of Common Other Stock shallor any Convertible Securities shall be issued solely for cash consideration, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, consideration received by the Corporation therefor shall be computed at deemed to be the amount of cash received by the CompanyCorporation therefor, or, if such Additional Shares of Other Stock or Convertible Securities are offered by the Corporation for subscription, the subscription price, or, if such Additional Shares of Other Stock or Convertible Securities are sold to underwriters or dealers for public offering without deducting a subscription offering, the initial public offering price, in any expenses such case excluding any amounts paid or receivable for accrued interest or accrued dividends, and after deductions for any compensation, underwriting discounts, placement fees or funding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Company Corporation for and in the underwriting of, or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services otherwise in connection with with, the issue thereof. To the extent that such issue or sale, (ii) insofar as it consists of property (including securities) issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be computed at deemed to be the Fair Value thereof fair value of such consideration at the time of such issue or sale, and (iii) issuance as determined in case good faith by the Corporation's Board of Directors. The consideration for any Additional Shares of Common Other Stock are issued or sold together with other stock or securities issuable pursuant to any warrants, options or other assets of rights to subscribe for or purchase the Company for a consideration which covers both, same shall be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash received or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration Corporation for the issueissuing such warrant, sale, grant options or assumption of the Options or Convertible Securities in questionother rights, 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 to protect against dilution) payable to the Company Corporation upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options warrants, options or other rights. The consideration for any Additional Shares of Other Stock issuable pursuant to the terms of any Convertible Securities and shall be the conversion consideration received or exchange receivable by the Corporation for issuing any warrants, options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Corporation in respect of the subscription for or purchase of such Convertible Securities, in each case computing such consideration as provided in plus the foregoing subdivision (a)additional consideration, by (ii) if any, payable to 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 number to protect against dilution) issuable Corporation upon the exercise of such Options or the right of conversion or exchange of in such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,section 2, ---------------------------- (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,3(b): (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company (the “Board”), and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinBoard; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.33(b)(ii), relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (asubsection 3(b)(iii)(a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3section 2, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the gross amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,Warrant: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the Company, and insofar as it consists of securities or other property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or sale of Additional Shares of Common Stock and the Market Price of such securities is less than the Fair Value of such consideration, then such consideration shall be valued at the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company or Company, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services or any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iiiii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses clause (i) and (ii) above, allocable to such Additional Shares of Common StockStock or Options or Convertible Securities, such allocation to be as the case may be, all as determined in good faith by the same manner that Board of Directors or the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) All Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class or series of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.32C, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision subsection (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For To the purposes of this Section 3, (a) the consideration for the issue or sale of extent that any Additional Shares of Common Other Stock shallor any Convertible Securities or any warrants, irrespective options or other rights to subscribe for or purchase any Additional Shares of Other Stock or any Convertible Securities shall be issued solely for cash consideration, the accounting treatment of such consideration, (i) insofar as it consists of cash, consideration received by the Corporation therefor shall be computed at deemed to be the amount of cash received by the CompanyCorporation therefor, or, if such Additional Shares of Other Stock or Convertible Securities are offered by the Corporation for subscription, the subscription price, or, if such Additional Shares of Other Stock or Convertible Securities are sold to underwriters or dealers for public offering without deducting a subscription offering, the initial public offering price, in any expenses such case excluding any amounts paid or receivable for accrued interest or accrued dividends, and after deductions for any compensation, underwriting discounts, placement fees or funding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Company Corporation for and in the underwriting of, or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services otherwise in connection with with, the issue thereof. To the extent that such issue or sale, (ii) insofar as it consists of property (including securities) issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be computed at deemed to be the Fair Value thereof fair value of such consideration at the time of such issue or sale, and (iii) issuance as determined in case good faith by the Corporation's Board of Directors. The consideration for any Additional Shares of Common Other Stock are issued or sold together with other stock or securities issuable pursuant to any warrants, options or other assets of rights to subscribe for or purchase the Company for a consideration which covers both, same shall be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash received or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration Corporation for the issueissuing such warrant, sale, grant options or assumption of the Options or Convertible Securities in questionother rights, 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 to protect against dilution) payable to the Company Corporation upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options warrants, options or other rights. The consideration for any Additional Shares of Other Stock issuable pursuant to the terms of any Convertible Securities and shall be the conversion consideration received or exchange receivable by the Corporation for issuing any warrants, options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Corporation in respect of the subscription for or purchase of such Convertible Securities, in each case computing such consideration as provided in plus the foregoing subdivision (a)additional consideration, by (ii) if any, payable to 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 number to protect against dilution) issuable Corporation upon the exercise of such Options or the right of conversion or exchange of in such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '`Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section ---------------------------- 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 34, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the total amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Current Market Price, in the case of a security, and Fair Value thereof in all other cases, at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '"Fair Value' " herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.34.4, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amount, if any, received and or receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), byby -- (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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.44.5, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,Warrant: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the Company, and insofar as it consists of securities or other property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or sale of Additional Shares of Common Stock and the Market Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company or Company, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others other performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iiiii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses clause (i) and (ii) above, allocable to such Additional Shares of Common StockStock or Options or Convertible Securities, such allocation to be as the case may be, all as determined in good faith by the same manner that Board of Directors or the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) All Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.3section 2C, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision subsection (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,: (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, (without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,); (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company; and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, question plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and. (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.43.4 hereof, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration, unless and only to the extent that consideration is actually paid therefor.

Computation of Consideration. For To the purposes extent that any Additional Shares of this Section 3, (a) Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the issue subscription price, or, if such Additional Shares of Common Stock or sale Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration, if any, received by the Company for issuing such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise, conversion or exchange of such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock shallor Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed shall be deemed to underwriters, dealers or others performing similar services in connection with have received for such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus consideration equal to 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 to protect against dilution) payable to the Company upon the exercise in full of such Options dividend so paid 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, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etcsatisfied., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.33.2, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.43.3, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,: (a1) the consideration for the issue or sale of any Additional Shares shares of Common Stock shallor any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the CompanyCorporation, and insofar as it consists of securities, the Market Price therefor or insofar as it consists of other property, the Fair Market Value thereof, as of the date immediately preceding such issue, sale, grant, or the record date therefor, in each case without deducting any expenses paid or incurred by the Company or Corporation, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services services, and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iiiii) in case Additional Shares shares of Common Stock or Options or Convertible Securities are issued or are to be issued, sold or granted together with other stock or securities or other assets of the Company Corporation for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses subdivision (i) and (ii) above, allocable to such Additional Shares shares of Common StockStock or Options or Convertible Securities, such allocation to be as the case may be, all as determined by the Board of Directors of the Corporation in the same manner that the Fair Value good faith reasonable exercise of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;its business judgment; and (b2) Additional Shares shares of Common Stock deemed to have been issued upon the issue, sale, or grant of Options or Convertible Securities pursuant to Section 3.3, relating to Options and Convertible Securities3(b), shall be deemed to have been issued for a consideration per share of Common Stock determined by dividing (i) the total amount, if any, received and receivable (or, pursuant to this Section 3(l), deemed to have been received) by the Company Corporation as consideration for the issue, sale, or grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company Corporation upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing comprising such consideration as provided in the foregoing subdivision (a1), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 32, (a) the consideration for the issue or sale of any Additional Shares of Common Stock Interests shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company (such term to include any similar body, such as managing members, in the event the Company is not a corporation), and (iii) in case Additional Shares of Common Stock Interests are issued or sold together with other stock units or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common StockInterests, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company; and (b) Additional Shares of Common Stock Interests deemed to have been issued pursuant to Section 3.32.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share Interest determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum number of shares of Common Stock Interests (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock or Additional Shares of DSW Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of gross cash received by proceeds to the CompanyCompany or DSW, as the case may be, without deducting any expenses paid or incurred by the Company such company, or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock or Additional Shares of DSW Stock are issued or sold together with other stock or securities or other assets of the Company or DSW, as the case may be, for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock or Additional Shares of DSW Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '"Fair Value' " herein;; and (b) Additional Shares of Common Stock or Additional Shares of DSW Stock deemed to have been issued pursuant to Section 3.3Sections 3.2(b) and 3.5(b), relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company or DSW, as applicable, as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company or DSW, as the case may be, upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision subclause (a), by (ii) the maximum number of shares of Common Stock or DSW Stock, as applicable, (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,Warrant: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the Company, and insofar as it consists of securities or other property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or sale of Additional Shares of Common Stock and the Market Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company or Company, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iiiii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses clause (i) and (ii) above, allocable to such Additional Shares of Common Stock or Options or Convertible Securities, as the case may be, all as determined in good faith by the Board of Directors of the Company. b) All Additional Shares of Common Stock, such allocation Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be determined in the same manner that the Fair Value of property not consisting of cash or securities is deemed to be determined as provided in the definition of 'Fair Value' herein;have been issued without consideration. (bc) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.32D, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus PLUS the minimum aggregate amount of additional consideration (as set forth in the instruments instrument relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange exchanges 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, in each case computing such consideration as provided in the foregoing subdivision subsection (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For The consideration received by the purposes Issuer shall be deemed to be the following: to the extent that any Additional Shares of this Section 3, (a) Common Stock or any Common Stock Equivalents shall be issued for cash consideration, the consideration received by the Issuer therefor, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Issuer for or in connection with the underwriting thereof or otherwise in connection with the issue thereof; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration payable to the Issuer upon the exercise, conversion or sale exchange of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock shall, irrespective or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital Stock of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) Issuer other than cashCommon Stock, the Issuer shall be computed at the Fair Value thereof at the time of deemed to have received for such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other stock or securities or other assets than cash, the Board shall notify the Holder of this Warrant of its good faith determination of the Company for a consideration which covers both, be the portion fair market value of such consideration so receivedprior to payment or accepting receipt thereof. If, computed as provided within thirty days after receipt of said notice, the Majority Holders shall notify the Board in clauses (i) and (ii) above, allocable writing of their objection to such Additional Shares of Common Stockdetermination, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption determination of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment fair market value of such consideration to protect against dilution) payable to shall be made by an Independent Appraiser selected by the Company upon Majority Holders with the exercise in full approval 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, in each case computing such consideration as provided in the foregoing subdivision Board (awhich approval shall not be unreasonably withheld), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., whose fees and expenses shall be deemed to have been issued for no considerationpaid by the Issuer.

Computation of Consideration. For the purposes of this Section 3,Warrant: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the Company, and insofar as it consists of securities or other property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or sale of Additional Shares of Common Stock and the Market Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company or Company, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others other performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iiiii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses clause (i) and (ii) above, allocable to such Additional Shares of Common Stock or Options or Convertible Securities, as the case may be, all as determined in good faith by the Board of Directors of the Company. b) All Additional Shares of Common Stock, such allocation Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be determined in the same manner that the Fair Value of property not consisting of cash or securities is deemed to be determined as provided in the definition of 'Fair Value' herein;have been issued without consideration. (bc) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.32C, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus PLUS the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision subsection (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3section 2, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company (subject to confirmation by a firm of independent certified public accountants of recognized standing approved by the Holder), and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value Company (subject to confirmation by a firm of property not consisting independent public accountants of cash or securities is to be determined as provided in recognized standing approved by the definition of 'Fair Value' hereinHolder); (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of APPENDIX III, in case any Additional Shares shares of Common Stock shall, irrespective of the accounting treatment of or Convertible Securities or any rights or options to purchase any such consideration,Common Stock or Convertible Securities shall be issued or sold: (i) insofar as it consists of for cash, the consideration received therefor shall be computed at deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Company in connection therewith; (ii) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as reasonably determined in good faith by the board of directors of the Company, without deducting deduction therefrom of any expenses paid or incurred by the Company or any underwriting commissions or compensations paid or concessions or discounts paid or allowed to underwriters, dealers or others performing similar services by the Company in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, therewith; and (iii) in case Additional Shares connection with any merger or consolidation of another corporation into the Company (other than any merger or consolidation in which the previously outstanding shares of Common Stock are issued of the Company shall be changed into or sold together with other exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be deemed to be the fair value of the portion of the assets and business of such merged or consolidated corporation attributable to such Common Stock, Convertible Securities, rights and/or options as reasonably determined in good faith by the board of directors of the Company after deducting therefrom all cash and other consideration, if any, paid by the Company in connection with such merger or consolidation. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation or in the event of any sale of all or substantially all of the property and assets and/or the stock of the Company for a consideration stock or other securities of any corporation, the Warrantholder shall receive either the stock, securities or other property and assets of the other corporation computed on the basis of the actual exchange ratio on which covers both, be the portion of such consideration so received, computed as provided in clauses (i) transaction was predicated and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share equal to the fair value (as determined by dividing in accordance with clause (iiii) above) on the total amountdate of such transaction of all such stock, if any, received securities or other property and receivable by the Company as consideration for the issue, sale, grant or assumption assets of the Options or Convertible Securities other corporation. If any calculation required under the immediately preceding sentence results in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible SecuritiesExercise Price, the determination of the number of Warrant Shares issuable upon exercise of the Warrants immediately prior to such Options for Convertible Securities and the conversion merger, consolidation or exchange of sale shall be made after giving effect to such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etcExercise Price., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 34, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the total amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Current Market Price, in the case of a security, and Fair Value thereof in all other cases, at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '“Fair Value' ” herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.34.4, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amount, if any, received and or receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.44.5, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3---------------------------- 2, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company (if Holder objects to such determination, Holder may seek and receive, at the Company"s expense, third party appraisal, which shall be the exclusive and binding determination to be used) and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, all as determined in good faith by the Board of Directors of the Company (if Holder objects to such allocation determination, Holder may seek and receive, at the Company"s expense, third party appraisal, which shall be the exclusive and binding determination to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinused); (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.32.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, 2.4 relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,Warrant: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the Company, and insofar as it consists of securities or other property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or sale of Additional Shares of Common Stock and the Market Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company or Company, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others other performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iiiii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses clause (i) and (ii) above, allocable to such Additional Shares of Common StockStock or Options or Convertible Securities, such allocation to be as the case may be, all as determined in good faith by the same manner that Board of Directors or the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) All Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.32C, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision subsection (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,---------------------------- 6: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration,, shall (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without after deducting any expenses paid or incurred by the Company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property consideration (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, after deducting any expenses paid or incurred by the Company for any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion proportion of such consideration so received, computed as provided in clauses subdivisions (i) and (ii) above, allocable to such Additional Shares of Common StockStock or Convertible Securities, such allocation to be determined in as the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;case may be. (b) Subject to the proviso contained in Section 6.04, all Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.36.03, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and. (cd) Additional Shares of Common Stock issued or deemed to have been issued pursuant to Section 3.4the operation of anti-dilution provisions applicable to Convertible Securities, relating to stock dividends, stock splits, etc., Options or other securities of the Company (either as a result of the adjustments provided for by the Warrants or otherwise) shall be deemed to have been issued for no without consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the CompanyCorporation, without deducting any expenses paid or incurred by the Company Corporation or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company Corporation for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '"Fair Value' " herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company Corporation as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company Corporation upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,2: (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the amount of cash actually received by the Company, without deducting Holdings net of any expenses paid or incurred by the Company Holdings or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including securities) other than cashcash actually received by Holdings, be computed at the Fair Value fair market value thereof (as determined in good faith by the Board of Directors of Holdings) at the time of such issue or sale, and; (iii) insofar as it consists neither of cash nor of other property, be computed as having no value; and (iv) in case the event Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company Holdings for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i), (ii) and (iiiii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that the Fair Value Board of property not consisting Directors of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinHoldings; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, 2.3 hereof shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amountamount of cash and other property, if any, received and receivable by the Company Holdings as direct consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration the purpose of which is to protect against dilution) payable to the Company Holdings upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision clause (a), 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 number the purpose of which is to protect against dilution) issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., 2.4 hereof shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '"Fair Value' " herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum number of shares Additional 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,10: (ai) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (iA) insofar as it consists of cashCash, be computed at the amount of cash Cash actually received by the Company, without deducting Company net of any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (iiB) insofar as it consists of property (including securities) other than cashCash actually received by the Company, be computed at the Fair Value fair value thereof at the time of such issue or sale, as reasonably determined in good faith by the Board of Directors of the Company; (C) insofar as it consists neither of Cash nor of other property, be computed as having no value; and (iiiD) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (iA), (B) and (iiC) above, allocable to such Additional Shares of Common Stock, such allocation to be all as reasonably determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (bii) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, Subparagraph (c) hereof shall be deemed to have been issued for a consideration per share determined by dividing: (iA) the total amountamount of Cash and other property, if any, received and receivable by the Company as direct consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration the purpose of which is to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision clause (ai), by (iiB) 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 number the purpose of which is to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (ciii) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., Subparagraph (d) hereof shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,2: (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the amount of cash actually received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including securities) other than cashcash actually received by the Company, be computed at the Fair Market Value thereof at the time of such issue or sale, and; (iii) in case insofar as it consists neither of cash nor of other property, be computed as having no value; and (iv) insofar as the Additional Shares of Common Stock are issued or sold together with other stock Capital Stock, property or securities or other assets of the Company for a consideration which that covers both, be the portion of such consideration so received, received (computed as provided in clauses (i), (ii) and (iiiii) above, ) that is allocable to such Additional Shares of Common StockShares, such allocation to be all as reasonably determined in good faith by the same manner Board of Directors; provided, however, that upon the Fair Value written consent of property not consisting of cash the Requisite Holders, any such computation or securities is to determination shall be determined as provided in the definition of 'Fair Value' hereinmade by an Appraiser; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, 2.4 shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amountamount of cash and other property, if any, received and receivable by the Company as direct consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration the purpose of which is to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision clause (a), 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 number the purpose of which is to protect against dilution) issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., 2.5 shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3Section, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the CompanyAPGC, without deducting any expenses paid or incurred by the Company APGC or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of APGC, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company APGC for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common StockShares, such allocation to be all as determined in good faith by the same manner that the Fair Value Board of property not consisting Directors of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinAPGC; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Other Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company APGC as consideration for the issue, sale, grant or assumption of the Other Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company APGC upon the exercise in full of such Other Options or the conversion or exchange of such Convertible Securities or, in the case of Other Options for Convertible Securities, the exercise of such Other Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum number of shares of Common Stock Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Other Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued issue for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Common Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by payable to the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Common Shares of Common Stock are issued or sold together with other stock shares of beneficial interest or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common StockShares, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '"Fair Value' " herein; (b) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum number of shares of Common Stock Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividendsdistributions, stock share splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,9: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallactually issued or sold or for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration,, shall (i) insofar as it consists of cash, be computed at as the amount of cash actually received by the Company, without after deducting any expenses paid or incurred by the Company Company, or any commissions or compensations compensation paid or concessions or discounts allowed by the Company to underwritersHolders, dealers or others performing similar services in connection with any such issue or sale,; (ii) insofar as it consists of property consideration (including securitiessecurities as defined in the Securities Act) other than cash, be computed at as the Fair Value market value thereof at the time of any such issue, sale, grant or assumption as determined in good faith by the Board of Directors of the Company (which determination shall be evidenced in a certificate delivered promptly to each Holder and which determination shall be subject to the procedures for disagreement as provided in item (b) of the definition of "Fair Market Value" in Section 9.2 (a)), after deducting any expenses paid or incurred by the Company, or any commissions or compensation paid or concessions or discounts allowed by the Company to Holders, dealers or others performing similar services in connection with any such issue or sale, ; and (iii) in case insofar as Additional Shares of Common Stock are issued or sold sold, Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which that covers both, be the portion proportion of such consideration so received, (computed as provided in clauses (i) and (ii) above, ) allocable to such Additional Shares of Common Stock, such allocation to be Stock or Convertible Securities as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is Company (which determination shall be evidenced in a certificate delivered promptly to each Holder and which determination shall be determined subject to the procedures for disagreement as provided in item (b) of the definition of '"Fair Market Value' herein;" in Section 9.2 (a)). (b) The following shall be deemed to be issued without consideration: (i) all Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company; and (ii) all Additional Shares of Common Stock deemed issued to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for effect a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption subdivision of the Options or Convertible Securities in question, plus the minimum aggregate amount outstanding shares of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for Common Stock into a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum greater number of shares of Common Stock (as set forth otherwise than by payment of a dividend in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Common Stock. Additional Shares of Common Stock deemed Stock, Options or Convertible Securities issued to have been issued pursuant to Section 3.4directors, relating to stock dividendsmanagement, stock splits, etc., employees and related parties shall be deemed to have been be issued (i) without consideration if not issued for no considerationcash or property and (ii) for less than either the Exercise Price or the Fair Market Value to the extent that any cash or the fair value of property, as determined in good faith by the Board of Directors, received for such securities is less than either the Exercise Price or the Fair Market Value of such securities.

Computation of Consideration. For Subject to Section 10.8(e) and the purposes last sentence of this Section 3,10.8(a): (ai) To the consideration extent that any Additional Shares of Common Stock, any Convertible Securities or any Rights to subscribe for the issue or sale of purchase any Additional Shares of Common Stock shallor any Convertible Securities shall be issued or deemed to be issued for cash consideration, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, consideration received or deemed to be computed at the amount of cash received by the CompanyCorporation therefor shall be the net amount of the cash received or deemed to be received by the Corporation therefor (in any such case subtracting any amounts received in respect of accrued interest, without deducting accrued dividends or other similar amounts which the Corporation may be obligated to pay to the holders thereof in the future and any compensation, discounts or expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services Corporation in connection with such issue or sale,the issuance thereof). (ii) insofar as it consists of property (including securities) To the extent that such issuance or deemed issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be computed at deemed to be the Fair Market Value thereof of such consideration at the time of such issue issuance or sale, anddeemed issuance as determined in good faith by the Board. (iii) in In case any Additional Shares of Common Stock, any Convertible Securities or any Rights to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock are or Convertible Securities shall be issued or sold together deemed to be issued in connection with other stock any merger, consolidation, share exchange or securities or other assets similar transaction, the amount of consideration therefor shall be deemed to be the Fair Market Value, as determined in good faith by the Board, of such portion of the Company for a consideration which covers both, assets and business of the nonsurviving corporation as the Board in good faith shall determine to be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable attributable to such Additional Shares of Common Stock, such allocation to be determined in Convertible Securities, or Rights, as the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;case may be. (biv) In case any Additional Shares of Common Stock, any Convertible Securities or any Rights to subscribe for, purchase or otherwise acquire Additional Shares of Common Stock or Convertible Securities are issued or deemed to have been be issued pursuant to Section 3.3in combination with each other or with any other securities or property in connection with any transaction in which the Corporation receives cash, relating to Options and Convertible Securitiessecurities, property or other consideration, or any combination of the foregoing, then the amount of consideration therefor shall be deemed to have been issued for a be such portion of the cash, securities, property and other consideration per share received by the Corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities or Rights, as the case may be, with any noncash consideration being valued at its Fair Market Value as determined by dividing (i) the total amountBoard in good faith. The consideration for any Additional Shares of Common Stock issuable or deemed to be issuable pursuant to any Rights to subscribe for, purchase or otherwise acquire the same shall be the consideration received or deemed to be received by the Corporation for issuing such Rights plus the minimum additional consideration, if any, paid or payable to the Corporation upon the exercise or deemed exercise of such Rights. (v) The consideration for any Additional Shares of Common Stock issued or issuable pursuant to the terms of any Convertible Securities covered by any Rights to subscribe for, purchase or otherwise acquire such Convertible Securities shall be the consideration received and receivable or deemed to be received by the Company as consideration Corporation for the issue, sale, grant or assumption of the Options or Convertible Securities in questionissuing such Rights, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating theretoconsideration, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) if any, paid or payable to the Company upon Corporation in respect of the exercise in full of such Options subscription for, purchase 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 other acquisition of such Convertible Securities, in each case computing such consideration as provided in plus the foregoing subdivision (a)minimum additional consideration, by (ii) if any, paid or payable to 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 number to protect against dilution) issuable Corporation upon the exercise or deemed exercise of such Options or the right of conversion or exchange of in such Convertible Securities; and. (cvi) The consideration for any Additional Shares of Common Stock issuable or deemed to have been issued be issuable pursuant to the terms of any Convertible Securities, other than any covered by any Rights to subscribe for, purchase or acquire the same, shall be the consideration received or deemed to be received by the Corporation for issuing such Convertible Securities plus the minimum additional consideration, if any, paid or payable to the Corporation upon the exercise of the right of conversion or exchange in such Convertible Securities. (vii) For all purposes of this Section 3.410, relating all Rights or Convertible Securities issued or deemed to stock dividendsbe issued to directors, stock splitsofficers, etc., employees or consultants of the Corporation or any Subsidiary shall be deemed to have been be issued for no considerationconsideration except to the extent the Corporation receives in exchange for the issuance thereof consideration other than services rendered or to be rendered.

Computation of Consideration. For the purposes of this Section 3,: (a1) the consideration for the issue or sale of any Additional Shares shares of Common Stock shallor any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the CompanyCorporation, and insofar as it consists of securities, the Market Price therefor or insofar as it consists of other property, the Fair Market Value thereof, as of the date immediately preceding such issue, sale, grant, or the record date therefor, in each case without deducting any expenses paid or incurred by the Company or Corporation, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services services, and any accrued interest or dividends in connection with such issue or sale,, provided the consideration for any Common Stock or Options issued pursuant to the Plan shall, in the case of Common Stock, be the Market Price as of the date of issue or grant and, in the case of Options, the exercise price of the Common Stock issued or issuable upon exercise of the Options, and (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares shares of Common Stock or Options or Convertible Securities are issued or are to be issued, sold or granted together with other stock or securities or other assets of the Company Corporation for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses subdivision (i) and (ii) above, allocable to such Additional Shares shares of Common StockStock or Options or Convertible Securities, such allocation to be as the case may be, all as determined by the Board of Directors of the Corporation in the same manner that the Fair Value good faith reasonable exercise of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;its business judgment; and (b2) Additional Shares shares of Common Stock deemed to have been issued upon the issue, sale, or grant of Options or Convertible Securities pursuant to Section 3.3, relating to Options and Convertible Securities3(b), shall be deemed to have been issued for a consideration per share of Common Stock determined by dividing (i) the total amount, if any, received and receivable (or, pursuant to this Section 3(k), deemed to have been received) by the Company Corporation as consideration for the issue, sale, or grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company Corporation upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing comprising such consideration as provided in the foregoing subdivision (a1), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,section 2, ---------------------------- (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities Securi- ties and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,: (a1) the consideration for the issue or sale of any Additional Shares shares of Common Stock shallor any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the Company, and insofar as it consists of securities, the Market Price therefor or insofar as it consists of other property, the Fair Market Value thereof, as of the date immediately preceding such issue, sale, grant, or the record date therefor, in each case without deducting any expenses paid or incurred by the Company or Company, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services services, and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iiiii) in case Additional Shares shares of Common Stock or Options or Convertible Securities are issued or are to be issued, sold or granted together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses subdivision (i) and (ii) above, allocable to such Additional Shares shares of Common StockStock or Options or Convertible Securities, such allocation to be as the case may be, all as determined by the Board of Directors of the Company in the same manner that the Fair Value good faith reasonable exercise of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;its business judgment; and (b2) Additional Shares shares of Common Stock deemed to have been issued upon the issue, sale, or grant of Options or Convertible Securities pursuant to Section 3.3, relating to Options and Convertible Securities3(b), shall be deemed to have been issued for a consideration per share of Common Stock determined by dividing (i) the total amount, if any, received and receivable (or, pursuant to this Section 3(l), deemed to have been received) by the Company as consideration for the issue, sale, or grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing comprising such consideration as provided in the foregoing subdivision (a1), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of gross cash received by proceeds to the Company, Company without deducting any expenses paid or incurred by the Company such company, or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '“Fair Value' ” herein;; and (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3Sections 3.2(b) and 3.5(b), relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision subclause (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,2: (a) the consideration for the issue or sale of any Additional Shares of Common Preferred Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the amount of cash actually received by the Company, without deducting Company net of any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including securities) other than cashcash actually received by the Company, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company; (iii) insofar as it consists neither of cash nor of other property, be computed as having no value; and (iiiiv) in case Additional Shares of Common Preferred Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i), (ii) and (iiiii) above, allocable to such Additional Shares of Common Preferred Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Preferred Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, 2.3 hereof shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amountamount of cash and other property, if any, received and receivable by the Company as direct consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration the purpose of which is to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision clause (a), by (ii) the maximum number of shares of Common Preferred Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Preferred Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., 2.4 hereof shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 36, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in the case where Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '"Fair Value' " herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.36.4, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.46.5, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,2: (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the amount of cash received by the Companypaid for such Additional Shares of Common Stock, without deducting deduction for any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including securities) other than cashcash actually received by the Company, be computed at the Fair Value fair value thereof at the time of such issue or sale, andas determined in good faith by the Board of Directors of the Company; (iii) insofar as it consists neither of cash nor of other property, be computed as having no value; and Whenever the Board of Directors of the Company shall be required to make a determination in case Additional Shares good faith of any allocation or the fair value of any item under this Section 2.5(a), such determination may be challenged in good faith by the holder of any Warrant, and any dispute shall be resolved by an investment banking or appraisal firm of recognized national standing selected by the Company and acceptable to the holders of Warrants representing a majority of the number of shares of Common Stock are issued issuable upon all such Warrants. The decision of such investment banking or sold together with other stock appraisal firm shall be binding on the Company and all holders of Warrants. The fees and expenses of such investment bank or securities or other assets appraisal firm shall be borne one-half by the Company and one-half by the holders of the Company for a consideration which covers both, be the portion of Warrants challenging such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;good faith determination. (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, 2.3 hereof shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amountamount of cash and other property, if any, received and receivable by the Company as direct consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth determined in accordance with the instruments instrument(s) and other documents relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum number of shares of Common Stock (as set forth determined in accordance with the instruments instrument(s) and other documents relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., 2.4 hereof shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of gross cash received by proceeds to the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;; and (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3Sections 3.2(b) and 3.5(b), relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3Article 7, (aA) the consideration for the issue or sale of any Additional Common Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i1) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii2) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii3) in case Additional Common Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common StockShares, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (bB) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.37(a)(iii), relating to Options options and Convertible Securitiesconvertible securities, shall be deemed to have been issued for a consideration per share determined by dividing (i1) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options options or Convertible Securities convertible securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options options or the conversion or exchange of such Convertible Securities convertible securities or, in the case of Options options for Convertible Securitiesconvertible securities, the exercise of such Options options for Convertible Securities convertible securities and the conversion or exchange of such Convertible Securitiesconvertible securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii2) the maximum number of shares of Common Stock Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Options options or the conversion or exchange of such Convertible Securitiesconvertible securities; and (cC) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.47(a)(iv), relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,6: ---------------------------- (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration,, shall (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without after deducting any expenses paid or incurred by the Company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property consideration (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, after deducting any expenses paid or incurred by the Company for any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion proportion of such consideration so received, computed as provided in clauses subdivisions (i) and (ii) above, allocable to such Additional Shares of Common StockStock or Convertible Securities, such allocation to be determined in as the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;case may be. (b) Subject to the proviso contained in Section 6.04, all Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.36.03, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to Warrant Agreement ----------------- any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,: (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, (without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,); (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company; and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, question plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,7: (a) the consideration for the issue or sale of any Additional Common Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii) in case Additional Common Shares of Common Stock are issued or sold together with other stock shares or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common StockShares, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.37.4, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.the

Computation of Consideration. For the purposes of this Section 3,, ---------------------------- (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,section 2: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration,, shall (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without after deducting any expenses paid or incurred by the Company company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property consideration (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and after deducting any expenses paid or incurred by the Company for any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion proportion of such consideration so received, computed as provided in clauses subdivisions (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be Options or Convertible Securities, as the case may be, all as determined in good faith by the same Board of Directors of the Company or, if the Requisite Holders of Warrants shall object to such determination, by an independent investment banking firm of national standing engaged by the Company that has not rendered services to the Company, any Subsidiary or any Affiliate within the three-year period preceding such engagement and the determination by such investment banking firm shall be final and binding. If such investment banking firm allocates such consideration in a manner that which is more favorable to the Fair Value holders of property not consisting Warrants then the allocation determined by the Board of cash or securities is Directors of the Company, the Company shall pay the fees and expenses of such investment banking firm; otherwise, the holders of Warrants objecting to be determined as provided in such determination shall pay the definition fees and expenses of 'Fair Value' herein;such investment banking firm. (b) All Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For The consideration received by the purposes Issuer shall be deemed to be the following: to the extent that any Additional Shares of this Section 3, (a) Common Stock or any Common Stock Equivalents shall be issued for a cash consideration, the consideration received by the Issuer therefor, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Issuer for or in connection with the underwriting thereof or otherwise in connection with the issue thereof; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration payable to the Issuer upon the exercise, conversion or sale exchange of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock shall, irrespective or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital Stock of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) Issuer other than cashCommon Stock, the Issuer shall be computed at the Fair Value thereof at the time of deemed to have received for such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other stock or securities or other assets than cash, the Board shall notify the Holder of this Warrant of its determination of the Company for a consideration which covers both, be the portion fair market value of such consideration so receivedprior to payment or accepting receipt thereof. If, computed as provided within thirty (30) days after receipt of said notice, the Majority Holders shall notify the Board in clauses (i) and (ii) above, allocable writing of their objection to such Additional Shares of Common Stockdetermination, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption determination of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment fair market value of such consideration to protect against dilution) payable to shall be made by an Independent Appraiser selected by the Company upon Majority Holders with the exercise in full approval 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, in each case computing such consideration as provided in the foregoing subdivision Board (awhich approval shall not be unreasonably withheld), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., whose fees and expenses shall be deemed to have been issued for no considerationpaid by the Issuer.

Computation of Consideration. For the purposes of this Section 3,---------------------------- 6: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration,, shall (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without after deducting any expenses paid or incurred by the Company or any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property consideration (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, after deducting any expenses paid or incurred by the Company for any commissions or compensation paid or concessions or discounts allowed to underwriters, dealers or others performing similar services and any accrued interest or dividends in connection with such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion proportion of such consideration so received, computed as provided in clauses subdivisions (i) and (ii) above, allocable to such Additional Shares of Common StockStock or Convertible Securities, such allocation to be determined in as the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;case may be. (b) Subject to the proviso contained in Section 6.04, all Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.36.03, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing multiplying such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and. (cd) Additional Shares of Common Stock issued or deemed to have been issued pursuant to Section 3.4the operation of anti-dilution provisions applicable to Convertible Securities, relating to stock dividends, stock splits, etc., Options or other securities of the Company (either as a result of the adjustments provided for by the Warrants or otherwise) shall be deemed to have been issued for no without consideration.

Computation of Consideration. For the purposes of this Section 3,2: (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without before deducting any expenses paid or incurred by the Company or any and all commissions or compensations and compensation paid or and concessions or and discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company; and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be by the portion applicable proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.32.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.42.4, relating to stock dividends, dividends and stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 34.4, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinBoard; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.34.4.2, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (asubsection 4.4.3(a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3section 2, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration. (d) Whenever the Board shall be required to make a determination in good faith of the fair value of any item under this section 2.5, the holders of 50% of the Registrable Securities may challenge such determination in good faith by notifying the Board in writing of such holders' determination of the fair value of such item. Any such dispute shall be resolved by an independent investment banking firm selected by the challenging holders and reasonably acceptable to the Company. The expenses of any challenge made by such holders hereunder to be paid by the Company shall be the amount obtained by multiplying (a) the aggregate amount of such expenses and (b) the percentage up to 100% obtained by dividing (1) the difference between the fair value determined by the independent investment banking firm and the fair value claimed by the Company by (ii) the difference between the fair value claimed by the challenging holders and the fair value claimed by the Company. Any remaining amounts will be paid by the holder.

Computation of Consideration. For the purposes of this Section 3,2: (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without before deducting any expenses paid or incurred by the Company or any and all commissions or compensations and compensation paid or and concessions or and discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company; and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be by the portion applicable proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3ss. 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4ss. 2.4, relating to stock dividends, dividends and stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,section 2, ---------------------------- (a) the consideration for the issue issuance or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair market value thereof at the time of such issue issuance or sale, as determined in good faith by a resolution of the Board of Directors of the Company, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by a resolution of the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '`Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3---------------------------- 2, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.32.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.42.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For The consideration received by the purposes of this Section 3, (a) Corporation shall be deemed to be the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, following: (i) insofar as it consists of cashto the extent that any Additional Shares, Options or Convertible Securities shall be computed at issued for cash consideration, the amount of cash consideration received by the CompanyCorporation therefor; (ii) if such Additional Shares, Options or Convertible Securities are offered by the Corporation for subscription, the subscription price; (iii) if such Additional Shares, Options or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, without deducting deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Company Corporation for or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such the underwriting thereof or otherwise in connection with the issue thereof. In case of the issuance at any time of any Additional Shares, Options or sale, (ii) insofar as it consists Convertible Securities in payment or satisfaction of property (including securities) any dividend upon any class of Stock other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, Corporation shall be deemed to have been issued received for a consideration per share determined by dividing (i) the total amountsuch Additional Shares, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus a consideration equal to the minimum aggregate amount of additional such dividend so paid or satisfied. In any case in which the consideration (as set forth to be received or paid shall be other than cash, the Board of Directors of the Corporation shall determine in good faith the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment fair market value of such consideration and promptly notify the Holder of its determination of the fair market value of such consideration prior to protect against dilutionpayment or accepting receipt thereof. If, within thirty (30) payable days after receipt of said notice, the Holder shall notify the Board of Directors of the Corporation in writing of its objection to such determination, a determination of fair market value for such consideration shall be made by an appraiser selected by the Corporation and approved by the holder. If the Corporation and the Holder are unable to agree on the selection of an appraiser, the issue of selection of an appraiser shall be submitted to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etcAmerican Arbitration Association., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,2: (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the amount of cash actually received by the Company, without deducting Company net of any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including securities) other than cashcash actually received by the Company, be computed at the Fair Value fair market value thereof (as determined by the Board of Directors) at the time of such issue or sale, and; (iii) insofar as it consists neither of cash nor of other property, be computed as having no value; and (iv) in case the event Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i), (ii) and (iiiii) above, allocable to such Additional Shares of Common Stock, all as determined in good faith by the Board of Directors of the Company, provided that no such allocation shall be necessary if the Board of Directors determines that such Additional Shares of Common Stock, together with the other stock, securities or other assets, were sold together for an aggregate consideration at least equal to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereintheir fair market value; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, 2.3 hereof shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amountamount of cash and other property, if any, received and receivable by the Company as direct consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration the purpose of which is to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision clause (a), 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 number the purpose of which is to protect against dilution) issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., 2.4 hereof shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3Section, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the CompanyLVDGT, without deducting any expenses paid or incurred by the Company LVDGT or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of LVDGT, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company LVDGT for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common StockShares, such allocation to be all as determined in good faith by the same manner that the Fair Value Board of property not consisting Directors of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinLVDGT; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Other Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company LVDGT as consideration for the issue, sale, grant or assumption of the Other Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company LVDGT upon the exercise in full of such Other Options or the conversion or exchange of such Convertible Securities or, in the case of Other Options for Convertible Securities, the exercise of such Other Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum number of shares of Common Stock Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Other Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued issue for no consideration.

Computation of Consideration. For the purposes of this Section 3,Warrant: (a) the The consideration for the issue or sale of any Additional Shares of Common Stock shallor for the issue, sale, grant or assumption of any Options or Convertible Securities, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, shall be computed at as the amount of cash received by the Company, and insofar as it consists of securities or other property, shall be computed as of the date immediately preceding such issue, sale, grant or assumption as the Fair Value of such consideration (or, if such consideration is received for the issue or sale of Additional Shares of Common Stock and the Market Price thereof is less than the Fair Value of such consideration, then such consideration shall be computed as the Market Price of such Additional Shares of Common Stock), in each case without deducting any expenses paid or incurred by the Company or Company, any commissions or compensations compensation paid or concessions or discounts allowed to underwriters, dealers or others other performing similar services and any accrued interest or dividends in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iiiii) in case Additional Shares of Common Stock are issued or sold or Options or Convertible Securities are issued, sold, granted or assumed together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion proportion of such consideration so received, computed as provided in clauses clause (i) and (ii) above, allocable to such Additional Shares of Common StockStock or Options or Convertible Securities, such allocation to be as the case may be, all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;Company. (b) All Additional Shares of Common Stock, Options or Convertible Securities issued in payment of any dividend or other distribution on any class of stock of the Company and all Additional Shares of Common Stock issued to effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) shall be deemed to have been issued without consideration. (c) Additional Shares of Common Stock deemed to have been issued for consideration pursuant to Section 3.3section 2C, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilutionconsideration) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision subsection (a), 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 number to protect against dilutionnumber) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3,2: (a) the consideration for the issue or sale of any Additional Common Shares of Common Stock shall, irrespective of the accounting treatment of such consideration,: (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting Company net of any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale,; (ii) insofar as it consists of property (including securities) other than cashcash received by the Company, be computed at the Fair Value fair market value thereof (as determined by the Board of Trustees or a committee of the Board of Trustees) at the time of such issue or sale, and; (iii) insofar as it consists neither of cash nor of other property, be computed as having no value; and (iv) in case the event Additional Common Shares of Common Stock are issued or sold together with other stock shares or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i), (ii) and (iiiii) above, allocable to such Additional Shares of Common StockShares, such allocation to be all as determined in good faith by the same manner that Board of Trustees or a committee of the Fair Value Board of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinTrustees; (b) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, 2.3 hereof shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amountamount of cash and other property, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration the purpose of which is to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision clause (a), by, (ii) the maximum number of shares of Common Stock Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities; and (c) Additional Common Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., 2.4 hereof shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 34, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '"Fair Value' " herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.34.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing: (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.44.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For The consideration received by the purposes ---------------------------- Issuer shall be deemed to be the following: to the extent that any Additional Shares of this Section 3, (a) Common Stock or any Common Stock Equivalents shall be issued for cash consideration, the consideration received by the Issuer therefor, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering the public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Issuer for or in connection with the underwriting thereof or otherwise in connection with the issue thereof; to the extent that such issuance shall be for a consideration other cash, then, except as herein otherwise expressly provided the fair market value of such consideration at the time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration payable to the Issuer upon the exercise, conversion or sale exchange of such Common Stock Equivalents. In case of the issuance of any Additional Shares of Common Stock shall, irrespective or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital Stock of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) Issuer other than cashCommon Stock, the Issuer shall be computed at the Fair Value thereof at the time of deemed to have received for such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case, in which the consideration to be received or paid shall be other stock or securities or other assets than cash, the Board shall notify the Holder of this Warrant of its good faith determination of the Company for a consideration which covers both, be the portion fair market value of such consideration so receivedprior to payment or accepting receipt thereof. If, computed as provided within thirty days after receipt of said notice, the Majority Holders shall notify the Board in clauses (i) and (ii) above, allocable writing of their objection to such Additional Shares of Common Stockdetermination, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption determination of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment fair market value of such consideration to protect against dilution) payable to shall be made by an Independent Appraiser selected by the Company upon Majority Holders with the exercise in full approval 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, in each case computing such consideration as provided in the foregoing subdivision Board (awhich approval shall not be unreasonably withheld), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., whose fees and expenses shall be deemed to have been issued for no considerationpaid by the Issuer.

Computation of Consideration. For To the purposes extent that any Additional Shares of this Section 3, (a) Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Company therefor shall be the amount of the cash received by the Company therefor, or, if such Additional Shares of Common Stock or Convertible Securities are offered by the Company for subscription, the issue subscription price, or, if such Additional Shares of Common Stock or sale Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided herein, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined by resolution of the Board of Directors. In case any Additional Shares of Common Stock or any Convertible Securities shall be issued in connection with any transaction described in Section 2(F) in which the Company issues any securities or other property, the amount of consideration therefor shall be deemed to be the fair value, as determined by resolution of the Board of Directors, of such portion of the assets and business of the non-surviving Person as such Board by resolution shall determine to be attributable to such Additional Shares of Common Stock or Convertible Securities, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to conversion, exchange or exercise of any Convertible Securities shall be the consideration received by the Company for issuing such Convertible Securities plus the additional consideration (if any) payable to the Company upon the conversion, exchange or exercise of such Convertible Securities. In case of the issuance at any time of any Additional Shares of Common Stock shallor Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than Common Stock, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed shall be deemed to underwriters, dealers or others performing similar services in connection with have received for such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus a consideration equal to 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 to protect against dilution) payable to the Company upon the exercise in full of such Options dividend so paid 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, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etcsatisfied., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3section ---------------------------- 2, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company (subject to confirmation by a firm of independent certified public accountants of recognized standing approved by the Holder), and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value Company (subject to confirmation by a firm of property not consisting independent public accountants of cash or securities is to be determined as provided in recognized standing approved by the definition of 'Fair Value' hereinHolder); (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3section ---------------------------- 2, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of the Company, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be all as determined in good faith by the same manner that Board of Directors of the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' hereinCompany; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3section 2.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment adjust ment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4section 2.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.

Computation of Consideration. For The consideration received by the purposes Issuer shall be deemed to be the following: to the extent that any Additional Shares of this Section 3, (a) Common Stock or any Common Stock Equivalents shall be issued for cash consideration, the consideration received by the Issuer therefor, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Issuer for or in connection with the underwriting thereof or otherwise in connection with the issue thereof, to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration payable to the Issuer upon the exercise, conversion or sale exchange of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock shall, irrespective or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital Stock of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) Issuer other than cashCommon Stock, the Issuer shall be computed at the Fair Value thereof at the time of deemed to have received for such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other stock or securities or other assets than cash, the Board shall notify the Holder of this Warrant of its good faith determination of the Company for a consideration which covers both, be the portion fair market value of such consideration so receivedprior to payment or accepting receipt thereof. If, computed as provided within thirty days after receipt of said notice, the Majority Holders shall notify the Board in clauses (i) and (ii) above, allocable writing of their objection to such Additional Shares of Common Stockdetermination, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption determination of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment fair market value of such consideration to protect against dilution) payable to shall be made by an Independent Appraiser selected by the Company upon Majority Holders with the exercise in full approval 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, in each case computing such consideration as provided in the foregoing subdivision Board (awhich approval shall not be unreasonably withheld), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., whose fees and expenses shall be deemed to have been issued for no considerationpaid by the Issuer.

Computation of Consideration. For the purposes of this Section 3,: ---------------------------- --------- (ai) The consideration received by the Company upon the actual issuance of Additional Shares of Common shall be deemed to be the sum of the amount of cash and the fair value of property (as determined in good faith by resolution of the Board of Directors of the Company as at the time of issue or "deemed issue" in the case of the following paragraph (ii)) received or receivable by the Company as the consideration or part of the consideration (v) at the time of issuance of the Common, (w) for the issuance of any rights or options upon the exercise of which such Common was issued, (x) for the issuance of any rights or options to purchase Convertible Securities upon the conversion of which such Common was issued, (y) for the issuance of the Convertible Securities upon conversion of which such Common was issued, and (z) at the time of the actual exercise of such rights, options or conversion privileges upon the exercise of which such Common was issued, in each case without deduction for commissions and expenses incurred by the Company for any underwriting of, or otherwise in connection with the issue or sale of, such rights, options, Convertible Securities or Common, but after deduction of any sums paid by the Company in cash upon the exercise of, and pursuant to, such rights, options or conversion privileges in respect of fractional shares of Common; (ii) The consideration deemed to have been received by the Company for Additional Shares of Common Stock shalldeemed to be issued pursuant to rights, irrespective options and conversion privileges by reason of transactions of the accounting treatment of such consideration, (icharacter described in Section 3(e) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, shall be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in ------------ the definition foregoing paragraph (i)) that would be received or receivable by the Company at or before the actual issue of 'Fair Value' herein; (b) Additional Shares such shares of Common Stock so deemed to be issued, if all rights, options and conversion privileges necessary to effect the actual issue of the number of shares deemed to have been issued pursuant had been exercised (successively exercised in the case of rights or options to Section 3.3, relating to Options and purchase Convertible Securities), shall be deemed to have been issued for a and the minimum consideration per share determined by dividing (i) the total amount, if any, received and or receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, upon such exercise had been received; all computed without regard to any provision contained therein for a subsequent adjustment the possible future effect of anti-dilution provisions on such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the rights, options and/or 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, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etcprivileges., shall be deemed to have been issued for no consideration.

Computation of Consideration. For the purposes of this Section 3Section, (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the net amount of cash received by the CompanyLVDGT, without deducting any expenses paid or incurred by the Company LVDGT or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value fair value thereof at the time of such issue or sale, as determined in good faith by the Board of Directors of LVDGT, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company LVDGT for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common StockShares, such allocation to be all as determined in good faith by the same manner that the Fair Value Board of property not consisting Directors of cash or securities is to be determined as provided in the definition of 'Fair Value' herein;LVDGT; 6 (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Other Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company LVDGT as consideration for the issue, sale, grant or assumption of the Other Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company LVDGT upon the exercise in full of such Other Options or the conversion or exchange of such Convertible Securities or, in the case of Other Options for Convertible Securities, the exercise of such Other Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), by (ii) the maximum number of shares of Common Stock Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number to protect against dilution) issuable upon the exercise of such Other Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., shall be deemed to have been issued issue for no consideration.

Computation of Consideration. For The consideration received by the purposes Issuer shall be deemed to be the following: to the extent that any Additional Shares of this Section 3, (a) Common Stock or any Common Stock Equivalents shall be issued for a cash consideration, the consideration received by the Issuer therefor, or if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Issuer for or in connection with the underwriting thereof or otherwise in connection with the issue thereof; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the time of such issuance as determined in good faith by the Board. The consideration for any Additional Shares of Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Issuer for issuing such Common Stock Equivalents, plus the additional consideration payable to the Issuer upon the exercise, conversion or sale exchange of such Common Stock Equivalents. In case of the issuance at any time of any Additional Shares of Common Stock shall, irrespective or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital Stock of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) Issuer other than cashCommon Stock, the Issuer shall be computed at the Fair Value thereof at the time of deemed to have received for such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other stock or securities or other assets than cash, the Board shall notify the Holder of this Warrant of its determination of the Company for a consideration which covers both, be the portion fair market value of such consideration so receivedprior to payment or accepting receipt thereof. If, computed as provided within thirty days (30) after receipt of said notice, the Majority Holders shall notify the Board in clauses (i) and (ii) above, allocable writing of their objection to such Additional Shares of Common Stockdetermination, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of 'Fair Value' herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.3, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption determination of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment fair market value of such consideration to protect against dilution) payable to shall be made by an Independent Appraiser selected by the Company upon Majority Holders with the exercise in full approval 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, in each case computing such consideration as provided in the foregoing subdivision Board (awhich approval shall not be unreasonably withheld), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.4, relating to stock dividends, stock splits, etc., whose fees and expenses shall be deemed to have been issued for no considerationpaid by the Issuer.

Computation of Consideration. For the purposes of this Section 3,4, ---------------------------- (a) the consideration for the issue or sale of any Additional Shares of Common Stock shall, irrespective of the accounting treatment of such consideration, (i) insofar as it consists of cash, be computed at the amount of cash received by the Company, without deducting any expenses paid or incurred by the Company or any commissions or compensations paid or concessions or discounts allowed to underwriters, dealers or others performing similar services in connection with such issue or sale, (ii) insofar as it consists of property (including securities) other than cash, be computed at the Fair Value thereof at the time of such issue or sale, and (iii) in case Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Company for a consideration which covers both, be the portion of such consideration so received, computed as provided in clauses (i) and (ii) above, allocable to such Additional Shares of Common Stock, such allocation to be determined in the same manner that the Fair Value of property not consisting of cash or securities is to be determined as provided in the definition of '"Fair Value' " herein; (b) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.34.8, relating to Options and Convertible Securities, shall be deemed to have been issued for a consideration per share determined by dividing (i) the total amount, if any, received and receivable by the Company as consideration for the issue, sale, grant or assumption of the Options or Convertible Securities in question, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration to protect against dilution) payable to the Company upon the exercise in full of such Options or the conversion or exchange of such Convertible Securities or, in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, in each case computing such consideration as provided in the foregoing subdivision (a), 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 number to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities; and (c) Additional Shares of Common Stock deemed to have been issued pursuant to Section 3.44.1 or 4.2, relating to stock dividends, stock splits, etc., shall be deemed to have been issued for no consideration.