Common use of Computation of Consideration Clause in Contracts

Computation of Consideration. To the extent that any Additional Shares of Capital Stock or any convertible securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Capital Stock or any convertible securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial 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 issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors. The consideration for any Additional Shares of Capital Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or 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 Capital 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 Capital Stock or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Capital Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board, provided that if such determination is reasonably objected to by the holders of Warrants entitled to purchase a majority of the Stock Units covered by all Warrants, such determination shall be made by an independent appraiser selected by the Board of Directorsand not reasonably objected to by such holders. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrants, options warrant or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Common Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountdividend upon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case disregarding 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 with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, thenor in case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, except as herein otherwise expressly provided, then 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 DirectorsDirectors of the Company or, if so requested by the Majority Holders, by a nationally recognized independent financial expert selected by the Majority Holders. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration consideration, if any, received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange contained in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Common Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Capital Preferred Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Preferred Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Preferred Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Preferred Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends (but without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company (but without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). In case any Additional Shares of Preferred Stock or Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Preferred Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Preferred Stock, Convertible Securities, warrants or other rights, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of Additional Shares of Preferred Stock or Convertible Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and the consideration received for such issuance shall be equal to the fair market value, as determined in good faith by the Board of Directors of the Company, on the date of such transaction, of such stock or securities of the other corporation, and if any such calculation results in adjustment of the number of shares of Preferred Stock comprising a Stock Unit immediately prior to such merger, conversion or sale for purposes of this Subsection 5.1(f), such merger, conversion or sale shall be deemed to have been made after giving effect to such adjustment. The consideration for any Additional Shares of Capital Preferred Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Preferred Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Preferred Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Preferred Stock, the Company shall be deemed to have received for such Additional Shares of Capital Preferred Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case disregarding 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 with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration paid or payable to received by the Company in respect of the subscription for issuing warrants or other rights to subscribe for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Common Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for the public offering without a subscription offering, the initial public offering price, price (in any such case disregarding 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 with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration, if any, received by the Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Common Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Capital Shares of Capital Stock or any convertible or exchangeable securities or any warrants, options or other rights to subscribe for or purchase any Additional Capital Shares of Capital Stock or any convertible or exchangeable securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Capital Shares of Capital Stock or convertible or exchangeable securities are offered by the Company for subscription, the subscription price, or, if such Additional Capital Shares of Capital Stock or convertible or exchangeable securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors. The consideration for any Additional Capital Shares of Capital Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or 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 Capital Shares of Capital Stock issuable pursuant to the terms of any convertible or exchangeable securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible or exchangeable securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible or exchangeable securities. In case of the issuance at any time of any Additional Capital Shares of Capital Stock or convertible or exchangeable securities in payment or satisfaction of any dividend upon any class of stock preferred as to dividends in a fixed amount, the Company shall be deemed to have received for such Additional Capital Shares of Capital Stock or convertible or exchangeable securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities shall be issued solely for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends, and after deductions for any compensation, underwriting discounts, placement fees or finding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issue thereof. To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrantswarrant, options or 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 Capital Common Stock issuable pursuant to the terms of any convertible securities shall be the consideration received or receivable by the Company for issuing any warrants, options or other rights to subscribe for or purchase such convertible securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securities. In case of the issuance at any time of any Additional Shares of Capital Stock or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Capital Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any shares of Additional Shares of Capital Stock or any convertible securities or any warrantsoptions, options warrants or other rights to subscribe for or purchase any shares of Additional Shares of Capital Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such shares of Additional Shares of Capital Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares of Additional Shares of Capital Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company. The consideration for any shares of Additional Shares of Capital Stock issuable pursuant to any warrantsoptions, options warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrantsoptions, options warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such warrantsoptions, options warrants or other rights. The consideration for any shares of Additional Shares of Capital Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received or receivable by the Company for issuing any options, warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion conversion, exercise or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any shares of Additional Shares of Capital Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountdividend upon any class of stock other than common stock, the Company shall be deemed to have received for such shares of Additional Shares of Capital Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities or warrants or other rights are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting ofthereof, or otherwise in connection with the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securities, Convertible Securities plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in of such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Common Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountdividend upon any class of equity securities other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Stock Ordinary Shares or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Stock Ordinary Shares or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Stock Ordinary Shares or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Stock Ordinary Shares or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case disregarding 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 with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board. In case any Additional Shares of Ordinary Shares or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Ordinary Shares or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of DirectorsOrdinary Shares, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Stock Ordinary Shares issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Stock Ordinary Shares issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Stock Ordinary Shares or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Ordinary Shares, the Company shall be deemed to have received for such Additional Shares of Capital Stock Ordinary Shares or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Stock or any convertible securities shall be Convertible Securities are issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case disregarding subtracting any amounts paid or receivable for accrued interest or accrued distributions 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 with, the issue issuance thereof). To the extent that such issuance shall be is for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Company's Board, upon the request of Holder, and supported by an opinion from an Independent Financial Expert. In case any Additional Shares or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares or Convertible Securities shall be issued in connection with any merger where the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair market value, as determined in good faith by the Board and, upon the request of DirectorsHolder, supported by an opinion from an Independent Financial Expert of such portion of the assets and business of the nonsurviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance If any Additional Shares or Convertible Securities are issued at any time of any Additional Shares of Capital Stock or convertible securities in payment or satisfaction of any dividends in a fixed amountdistributions upon any class of Shares other than Shares, the Company shall be deemed to have received for such Additional Shares of Capital Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend distribution so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities or any warrantsoptions, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for the public offering without a subscription offering, the initial public offering price, price (in any such case disregarding subtracting any amounts paid or receivable for accrued interest or accrued dividends and any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, then except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company. In case any Additional Shares of Common Stock or any options, warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the non-surviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, options, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrantsoptions, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrantsoptions, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrantsoptions, options warrants or other rights. The consideration for any Additional Shares of Capital 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 Capital Common Stock or convertible securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued solely for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issue thereof. To the extent that such issuance shall be for a consideration other than solely for cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company, provided that if such determination is objected to by the Holder, such determination shall be made by an independent appraiser selected by such Board of Directors and not objected to by the Holder. The fees and expenses of such appraiser shall be paid by the Company. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such warrantswarrant, options or 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 Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received or receivable by the Company for issuing any warrants, options or other rights to subscribe for or purchase such Convertible Securities (if any), plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible 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 Capital Stock or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Capital Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities shall be Convertible Securities are issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case disregarding subtracting any amounts paid or receivable for accrued interest or accrued distributions 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 with, the issue issuance thereof). To the extent that such issuance shall be is for a consideration other than cash, then, except as herein otherwise expressly provided, then the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by unanimous action of the Company's Board Board. In the case that any Additional Shares of DirectorsCommon Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger where the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair market value, as determined in good faith by unanimous action of the Board. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of If any Additional Shares of Capital Common Stock or convertible securities Convertible Securities are issued at any time in payment or satisfaction of any dividends in a fixed amountdistributions upon any class of stock other than shares of Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend distribution so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor therefore shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial 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 issue thereoftherefore. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Company's Board. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which Company issues any securities, the amount of consideration therefore shall be deemed to be the fair value, as determined in good faith by the Board, of such portion of the assets and business of the non-surviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares of DirectorsCommon Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Common Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities a Convertible Securities the consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase buy any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by that the Company receives therefor shall be deemed to be the amount of the cash received by that the Company receives therefor, or, if the Company offers such Additional Shares of Capital Common Stock or convertible securities are offered by the Company Convertible Securities for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case disregarding subtracting any amounts paid or incurred by receivable for accrued interest or accrued dividends, but not subtracting any compensation, discounts or expenses that the Company pays or incurs for and in the underwriting of, or otherwise in connection with with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance (as determined in good faith by the Company's Board of Directors and, if the Registered Holder objects to such determination, supported by an opinion from an investment banking firm of recognized national standing reasonably acceptable to the Registered Holder, the fees of such investment banking firm being borne by the Company). In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Company's Board of Directors, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase buy the same shall be the consideration received by that the Company receives for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the on exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities warrants or other rights to subscribe for or buy Convertible Securities shall be the consideration, if any, that the Company receives for issuing warrants or other rights to subscribe for or buy such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon on the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Common Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amounton any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares ---------------------------- of Capital Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for the public offering without a subscription offering, the initial public offering price, price (in any such case disregarding subtracting any amounts paid or receivable for accrued interest or accrued dividends and any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, then except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company. In case any Additional Shares of Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Stock, the Company shall be deemed to have received for such Additional Shares of Capital Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Capital Shares of Capital Stock or any convertible or exchangeable securities or any warrants, options or other rights to subscribe for or purchase any Additional Capital Shares of Capital Stock or any convertible or exchangeable securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Capital Shares of Capital Stock or convertible or exchangeable securities are offered by the Company for subscription, the subscription price, or, if such Additional Capital Shares of Capital Stock or convertible or exchangeable securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors. The consideration for any Additional Capital Shares of Capital Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or 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 Capital Shares of Capital Stock issuable pursuant to the terms of any convertible or exchangeable securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible or exchangeable securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible or exchangeable securities. In case of the issuance at any time of any Additional Capital Shares of Capital Stock or convertible or exchangeable securities in payment or satisfaction of any dividend upon any class of stock preferred as to dividends in a fixed amount, the Company shall be deemed to have received for such Additional Capital Shares of Capital Stock or convertible or exchangeable securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Capital Stock or any convertible securities (debt or equity) or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Capital Stock or any convertible securities (debt or equity) shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Stock or convertible securities (debt or equity) are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Stock or convertible securities (debt or equity) are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of Directors. The consideration for any Additional Shares of Capital Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or 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 Capital Stock issuable pursuant to the terms of any convertible securities (debt or equity) 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 Capital Stock or convertible securities (debt or equity) in payment or satisfaction of any dividend upon any class of stock preferred as to dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Capital Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Capital Common Stock or any convertible securities or any warrants, options or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any securities convertible securities into Additional Shares of Comon Stock shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be (x) the amount of the cash received by the Company therefor, or, (y) if such Additional Shares of Capital Common Stock or warrants, options or other rights or convertible securities are offered by the Company for subscription, the subscription price, or, or (z) if such Additional Shares of Capital Common Stock or warrants, options or other rights or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial 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 issue issuance thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors in a manner reasonably acceptable to the Holder. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or 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 Capital 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 Capital Common Stock or warrants, options or other rights or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or warrants, options or other rights or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company McLaren therefor shall be deemed to be the amount of the cash received by the Company McLaren therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are offered by the Company McLaren for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends (but without deduction of any compensation, discounts or expenses paid or incurred by the Company McLaren for and in the underwriting of, or otherwise in connection with with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of McLaren (but without deduction of any compensation, discounts or expenses paid or incurred by McLaren for and in the underwriting of, or otherwise in connection with, the issuance thereof). In case any Additional Shares of Common Stock or Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which McLaren issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of McLaren, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as the case may be. In the event of any consolidation or merger of McLaren in which McLaren is not the surviving corporation or in the event of any sale of all or substantially all of the assets of McLaren for stock or other securities of any corporation, McLaren shall be deemed to have issued a number of Additional Shares of Common Stock or Convertible Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and the consideration received for such issuance shall be equal to the fair market value, as determined in good faith by the Board of Directors of McLaren, on the date of such transaction, of such stock or securities of the other corporation, and if any such calculation results in adjustment of the number of Option Shares immediately prior to such merger, conversion or sale for purposes of this Subsection 4(g), such merger, conversion or sale shall be deemed to have been made after giving effect to such adjustment. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company McLaren for issuing such warrants, options warrants or other rights, plus the additional consideration payable to the Company McLaren upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by McLaren for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company McLaren in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company McLaren 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 Capital Stock or convertible securities in payment or satisfaction of any dividends in a fixed amount, the Company shall be deemed to have received for such Additional Shares of Capital Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfiedConvertible Securities.

Computation of Consideration. To the extent that any Additional Capital Shares of Capital Stock or any convertible or exchangeable securities or any warrants, options or other rights to subscribe for or purchase any Additional Capital Shares of Capital Stock or any convertible or exchangeable securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Capital Shares of Capital Stock or convertible or exchangeable securities are offered by the Company for subscription, the subscription price, or, if such Additional Capital Shares of Capital Stock or convertible or exchangeable securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issue thereof. To the extent extend 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. The consideration for any Additional Capital Shares of Capital Stock issuable pursuant to any warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options or other rights, plus the additional addition consideration payable to the Company upon the exercise of such warrants, options or other rights. The consideration for any Additional Capital Shares of Capital Stock issuable pursuant to the terms of any convertible or exchangeable securities shall be the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible or exchangeable securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible or exchangeable securities. In case of the issuance at any time of any Additional Capital Shares of Capital Stock or convertible or exchangeable securities in payment or satisfaction of any dividend upon any class of stock preferred as to dividends in a fixed amount, the Company shall be deemed to have received for such Additional Capital Shares of Capital Stock or convertible or exchangeable securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any ---------------------------- Additional Shares of Capital Series D Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Series D Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Series D Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Series D Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends (but without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company (but without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). In case any Additional Shares of Series D Stock or Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Series D Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Series D Stock, Convertible Securities, warrants or other rights, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of Additional Shares of Series D Stock or Convertible Securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and the consideration received for such issuance shall be equal to the fair market value, as determined in good faith by the Board of Directors of the Company, on the date of such transaction, of such stock or securities of the other corporation, and if any such calculation results in adjustment of the number of shares of Series D Stock comprising a Stock Unit immediately prior to such merger, conversion or sale for purposes of this Subsection 5.1(f), such merger, conversion or sale shall be deemed to have been made after giving effect to such adjustment. The consideration for any Additional Shares of Capital Series D Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Series D Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Series D Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Series D Stock, the Company shall be deemed to have received for such Additional Shares of Capital Series D Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities or warrants or other rights are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case disregarding excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issue thereof. To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing any warrants or other rights to subscribe for or purchase such Convertible Securities plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Common Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amount, dividend upon any class of equity securities other than Common Stock the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities a Convertible Securities consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares ---------------------------- of Capital Common Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the cash consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities Convertible Securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible Convertible securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case disregarding subtracting (A) any amounts paid or receivable for accrued interest or accrued dividends and without taking into account (B) any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with with, the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the Board in good faith shall determine to be attributable to such Additional Shares of Common Stock Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Company for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Common Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Common Stock or any convertible securities or any warrantsoptions, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Common Stock or any convertible securities shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of the cash received by the Company therefor, or, if such Additional Shares of Capital Common Stock or convertible securities are offered by the Company for subscription, the subscription price, or, if such Additional Shares of Capital Common Stock or convertible securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for the public offering without a subscription offering, the initial public offering price, price (in any such case disregarding subtracting any amounts paid or receivable for accrued interest or accrued dividends and any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with the issue issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, 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 DirectorsDirectors of the Company. In case any Additional Shares of Common Stock or any options, warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock shall be issued in connection with any merger in which the Company issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company, of such portion of the assets and business of the non-surviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Common Stock, options, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Common Stock issuable pursuant to any warrantsoptions, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company for issuing such warrantsoptions, options warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such warrantsoptions, options warrants or other rights. The consideration for any Additional Shares of Capital 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 Capital Common Stock or convertible securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company shall be deemed to have received for such Additional Shares of Capital Common Stock or convertible securities a consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any Additional Shares of Capital Stock or any convertible securities Convertible Securities or any warrants, options warrants or other rights to subscribe for or purchase any Additional Shares of Capital Stock or any convertible securities Convertible Securities shall be issued for a cash consideration, the consideration received by the Company Corporation therefor shall be deemed to be the amount of the cash received by the Company Corporation therefor, or, if such Additional Shares of Capital Stock or convertible securities Convertible Securities are offered by the Company Corporation for subscription, the subscription price, or, if such Additional Shares of Capital Stock or convertible securities Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, or through underwriters or dealers for the public offering without a subscription offering, the initial public offering price, price (in any such case disregarding subtracting any amounts paid or receivable for accrued interest or accrued dividends and any compensation, discounts or expenses paid or incurred by the Company Corporation for and in the underwriting of, or otherwise in connection with with, the issue issuance thereof, to the extent such amounts shall exceed in any such case five percent (5%) of the amount of cash received, subscription price or public offering price). To the extent that such issuance shall be for a consideration other than cash, then, then except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Company's Board of DirectorsDirectors of the Corporation. In case any Additional Shares of Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Stock or Convertible Securities shall be issued in connection with any merger in which the Corporation issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Corporation, of such portion of the assets and business of the nonsurviving corporation as such Board in good faith shall determine to be attributable to such Additional Shares of Stock, Convertible Securities, warrants or other rights, as the case may be. The consideration for any Additional Shares of Capital Stock issuable pursuant to any warrants, options warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Company Corporation for issuing such warrants, options warrants or other rights, rights plus the additional consideration payable to the Company Corporation upon the exercise of such warrants, options warrants or other rights. The consideration for any Additional Shares of Capital Stock issuable pursuant to the terms of any convertible securities Convertible Securities shall be the consideration received by the Corporation for issuing warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company Corporation in respect of the subscription for or purchase of such convertible securitiesConvertible Securities, plus the additional consideration, if any, payable to the Company Corporation upon the exercise of the right of conversion or exchange in such convertible securitiesConvertible Securities. In case of the issuance at any time of any Additional Shares of Capital Stock or convertible securities Convertible Securities in payment or satisfaction of any dividends in a fixed amountupon any class of stock other than Common Stock, the Company Corporation shall be deemed to have received for such Additional Shares of Capital Stock or convertible securities Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.