Common use of Computation of Consideration Clause in Contracts

Computation of Consideration. To the extent that any shares of Additional Stock or any options, warrants or other rights to subscribe for or purchase any shares of Additional 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 cash received by the Company therefor, or, if such shares of Additional Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares of Additional Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 Board of Directors of the Company. The consideration for any shares of Additional Stock issuable pursuant to any 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 options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares of Additional Stock issuable pursuant to the terms of any 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 xi 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, exercise or exchange in such Convertible Securities. In case of the issuance at any time of any shares of Additional Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stock, the Company shall be deemed to have received for such shares of Additional 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 Stock Common Shares or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares of Additional Stock Common Shares 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 shares of Additional Stock Common Shares or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares of Additional Stock Common Shares or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting (x) any amounts paid or receivable for accrued interest or accrued dividends and without deduction of (y) 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, 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 reasonably determined in good faith by the Board Board. In case any Additional Common Shares or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Common Shares or Convertible Securities shall be issued in connection with any merger in which the Company issues any securities, the amount of Directors consideration therefor shall be deemed to be the fair value, as reasonably determined in good faith by the Board, of such portion of the Companyassets and business of the nonsurviving corporation as such Board in good faith shall reasonably determine to be attributable to such Additional Common Shares, Convertible Securities, warrants or other rights, as the case may be. The consideration for any shares of Additional Stock Common Shares issuable pursuant to any 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 options, warrants or other rights, rights plus the lowest amount of additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares of Additional Stock Common Shares issuable pursuant to the terms of any Convertible Securities shall be the consideration consideration, if any, 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 xi respect of the subscription for or purchase of such Convertible Securities, plus the lowest amount of additional consideration, if any, payable to the Company upon the exercise of the right of conversion, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares of Additional Stock Common Shares or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Shares, the Company shall be deemed to have received for such shares of Additional Stock Common Shares 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 Additional Shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional Common Stock or any Convertible Securities shall be issued or sold 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 Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the consideration shall be deemed to be the subscription price, ; or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are issued or sold to underwriters or dealers for public offering without a subscription offering, the consideration shall be deemed to be the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without reflecting 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 issuance or sale thereof. To the extent that such issuance or sale shall be for a consideration other than cash, then, cash and 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 or sale as determined in good faith by the Board of Directors of the Company. If any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company as the surviving corporation issues any securities, the consideration therefor shall be deemed to be the fair value of the portion of the assets and business of the nonsurviving corporation attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as determined in good faith by the Board of Directors of the Company. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing or selling such options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing or selling any options, warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in xi 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, exercise or exchange in conversion of such Convertible Securities. In the case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock of the Company other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional ---------------------------- Shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares of Additional Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 Board of Directors 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 shares Additional Shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional 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 shares of Additional Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares of Additional Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 market value of such consideration at the time of such issuance as determined in good faith by the Board Board. In case any Additional Shares of Directors 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 therefor shall be deemed to be the fair value, as determined in good faith by the Board, of such portion of the Companyassets 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 shares Additional Shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time rime of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional Common Stock or Convertible Securities a the consideration equal to the amount of such dividend so paid or satisfied.

Computation of Consideration. To the extent that any shares ---------------------------- Additional Shares of Additional Other Stock or any optionsConvertible Securities or any warrants, warrants options or other rights to subscribe for or purchase any shares Additional Shares of Additional Other Stock or any Convertible Securities shall be issued solely for a cash consideration, the consideration received by the Company Corporation therefor shall be deemed to be the amount of cash received by the Company Corporation therefor, or, if such shares Additional Shares of Additional Other Stock or Convertible Securities are offered by the Company Corporation for subscription, the subscription price, or, if such shares Additional Shares of Additional Other Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends dividends, and without deduction of after deductions for any compensation, discounts underwriting discounts, placement fees or expenses funding or financing commitment fees (but before deduction for any other expenses) paid or incurred by the Company Corporation for and in the underwriting of, or otherwise in connection 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 Corporation's Board of Directors of the CompanyDirectors. The consideration for any shares Additional Shares of Additional Other Stock issuable pursuant to any optionswarrants, warrants options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Corporation for issuing such optionswarrant, warrants options or other rights, plus the additional consideration payable to the Company Corporation upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any shares Additional Shares of Additional Other Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Corporation for issuing any optionswarrants, warrants options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company Corporation in xi respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Corporation upon the exercise of the right of conversion, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares of Additional Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stock, the Company shall be deemed to have received for such shares of Additional 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 Additional Shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional Common Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company therefor Borrower shall be deemed to be the amount of the cash received by the Company Borrower therefor, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities or warrants or other rights are offered by the Company Borrower for subscription, the subscription price, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities or warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company Borrower 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 Board of Directors of the CompanyBorrower. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Borrower for issuing such options, warrants or other rights, plus the additional consideration payable to the Company Borrower upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Borrower for issuing any options, warrants or other rights to subscribe for or purchase such Convertible Securities, Securities plus the consideration paid or payable to the Company Borrower in xi respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Borrower upon the exercise of the right of conversion, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock equity securities other than common stock, Common Stock the Company Borrower shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional ---------------------------- Shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional Common Stock or any Convertible Securities shall be issued or sold 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 Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the consideration shall be deemed to be the subscription price, ; or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are issued or sold to underwriters or dealers for public offering without a xiv subscription offering, the consideration shall be deemed to be the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without reflecting 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 issuance or sale thereof. To the extent that such issuance or sale shall be for a consideration other than cash, then, cash and 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 or sale as determined in good faith by the Board of Directors of the Company. If any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger in which the Company as the surviving corporation issues any securities, the consideration therefor shall be deemed to be the fair value of the portion of the assets and business of the nonsurviving corporation attributable to such Additional Shares of Common Stock, Convertible Securities, warrants or other rights, as determined in good faith by the Board of Directors of the Company. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing or selling such options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing or selling any options, warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in xi 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, exercise or exchange in conversion of such Convertible Securities. In the case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock of the Company other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any additional shares of Additional 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 Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the 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 Board of Directors of the CompanyCompany (excluding therefrom any director designated by the transferee thereof). The consideration for In case any additional shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares of Additional Stock issuable pursuant to the terms of any 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 xi 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, exercise or exchange in such Convertible Securities. In case of the issuance at any time of any shares of Additional Common Stock or Convertible Securities shall be issued in payment or satisfaction of connection with any dividend upon merger in which Company issues any class of stock other than common stocksecurities, the Company amount of consideration therefor shall be deemed to have received be the fair value, as determined in good faith by the Board of Directors of the Company (excluding therefrom any director designated by the transferee thereof for the purpose of voting on such matter but not for the purpose of determining whether a quorum is present at such meeting), 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 Additional Common Stock, Convertible Securities, warrants or other rights, as the case may be. The Net Consideration Per Share which may be received by the Company for any additional shares of Common Stock issuable pursuant to any warrant, option or other subscription or purchase right or any Convertible Securities a consideration equal to the amount of such dividend so paid or satisfied.shall be determined as follows:

Computation of Consideration. To The consideration received by the Corporation shall be deemed to be the following: to the extent that any shares Additional Shares of Additional Common Stock or any options, warrants or other rights to subscribe for or purchase any shares of Additional Common Stock or any Convertible Securities Equivalents shall be issued for a cash consideration, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company Corporation therefor, ; or, if such shares Additional Shares of Additional Common Stock or Convertible Securities Common Stock Equivalents are offered by the Company Corporation for subscription, the subscription price, ; or, if such shares Additional Shares of Additional Common Stock or Convertible Securities Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Company Corporation for and or in connection with the underwriting of, thereof 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 Board of Directors of the Company. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same Common Stock Equivalents shall be the consideration received or receivable by the Company Corporation for issuing such options, warrants or other rightsCommon Stock Equivalents, plus the additional consideration payable to the Company Corporation upon the exercise exercise, conversion or exchange of such options, warrants or other rights. The consideration for any shares of Additional Common Stock issuable pursuant to the terms of any 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 xi 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, exercise or exchange in such Convertible SecuritiesEquivalents. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities Common Stock Equivalents in payment or satisfaction of any dividend upon any class of stock Stock other than common stockCommon Stock, the Company Corporation shall be deemed to have received for such shares Additional Shares of Additional Common Stock or Convertible Securities Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied. In any case in which the consideration to be received or paid shall be other than cash, the Board of Directors of the Corporation shall determine in good faith the fair market value of such consideration and promptly notify the Holder of its determination of the fair market value of such consideration prior to payment or accepting receipt thereof. If, within thirty (30) days after receipt of said notice, the Holder shall notify the Board of Directors of the Corporation in writing of its objection to such determination, a determination of fair market value of such consideration shall be made by an appraiser selected by the Corporation and approved by the Holder. If the Corporation and the Holder are unable to agree on the selection of an appraiser, the issue of selection of an appraiser shall be submitted to the American Arbitration Association.

Computation of Consideration. To the extent that any shares Additional Shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the 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 Board of Directors of 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 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 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 shares Additional Shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the 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 Board of Directors of 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 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 Company, of such portion of the assets and business of the nonsurviving corporation as such Board in good with 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 shares Additional Shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or any options, warrants Convertible Securities or other any rights to subscribe for or purchase any shares of Additional Stock or any acquire 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 Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of subtracting 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, 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 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 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 the Board in good faith shall determine to be attributable to such Additional Shares of Directors of Common Stock, Convertible Securities, warrants or other rights, as the Companycase may be. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or any optionsConvertible Securities or any warrants, warrants options or other rights to subscribe for or purchase any shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the 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 mutually determined in good faith by the Required Holders and the Board of Directors 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 mutually determined in good faith by the Required Holders and the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the Required Holders and such Board in good faith shall mutually 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 shares Additional Shares of Additional Common Stock issuable pursuant to any optionswarrants, 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 options, warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration consideration, if any, 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional Common Stock or any 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 shares Additional Shares of Additional Common Stock or Convertible Securities or options, warrants or other rights are offered by the Company Corporation for subscription, the subscription price, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities or options, warrants or other rights are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company Corporation for and in the underwriting ofthereof, 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 Board of Directors of the CompanyCorporation. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any options, warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Corporation for issuing such options, warrants or other rights, plus the additional consideration payable to the Company Corporation upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Corporation for issuing any options, warrants or other rights to subscribe for or purchase such Convertible Securities, Securities plus the consideration paid or payable to the Company Corporation in xi respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Corporation upon the exercise of the right of conversion, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock equity securities other than common Common stock, the Company Corporation shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Stock or any options, warrants or other rights to subscribe for or purchase any shares of Additional Nonpreferred 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 shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the CompanyBoard. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to any 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 options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stockNonpreferred Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional Nonpreferred 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 Additional Shares of Additional Nonpreferred Stock or any optionsConvertible Securities or any warrants, warrants options or other rights to subscribe for or purchase any shares Additional Shares of Additional Nonpreferred Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company Issuer therefor shall be deemed to be the amount of cash received by the Company Issuer therefor, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are offered by the Company Issuer for subscription, the subscription price, or, if such shares Additional Shares 10 108 of Additional Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company Issuer 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 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 Board of Directors of the CompanyIssuer. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to any optionswarrants, warrants options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Issuer for issuing such optionswarrants, warrants options or other rights, plus the additional consideration payable to the Company Issuer upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Issuer for issuing any optionswarrants, warrants options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company Issuer in xi respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Issuer upon the exercise of the right of conversion, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stockNonpreferred Stock, the Company Issuer shall be deemed to have received for such shares Additional Shares of Additional Nonpreferred 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 Additional Shares of Additional Common Stock or any options, warrants Convertible Securities or other any rights to subscribe for or purchase any shares of Additional Stock or any acquire 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 Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of subtracting 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, 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 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 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 the Board in good faith shall determine to be attributable to such Additional Shares of Directors of Common Stock, Convertible Securities, warrants or other rights, as the Companycase may be. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares ---------------------------- Additional Shares of Additional Common Stock or any optionsConvertible Securities or any warrants, warrants options or other rights to subscribe for or purchase any shares Additional Shares of Additional 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 cash received by the Company therefor, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 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 Board of Directors 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 shares Additional Shares of Additional Common Stock issuable pursuant to any optionswarrants, 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 optionswarrant, warrants options or other rights, plus the additional consideration payable to the Company upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any optionswarrants, warrants options or other rights to subscribe for or purchase such Convertible SecuritiesSecurities (if any), plus the consideration paid or payable to the Company in xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares of Additional Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stock, the Company shall be deemed to have received for such shares of Additional 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 Additional Shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the 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 market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of 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 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 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 shares Additional Shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Nonpreferred Stock or any optionsConvertible Securities or any warrants, warrants options or other rights to subscribe for or purchase any shares Additional Shares of Additional Nonpreferred 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 cash received by the Company therefor, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 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 Board of Directors Directors. If such determination is objected to by the Holders of Warrants evidencing a majority in number of the total number of Stock Units at the time purchasable upon the exercise of all then outstanding Warrants, such determination shall be made by an independent appraiser chosen in the manner specified in the definition of Appraised Value. The fees and expenses of any appraisers shall be paid by the Company. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to any optionswarrants, 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 optionswarrants, warrants options or other rights, plus the additional consideration payable to the Company upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any optionswarrants, warrants options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stockNonpreferred Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional Nonpreferred 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 Additional Shares of Additional Nonpreferred Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional Nonpreferred 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 shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, 52 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 Board of Directors of the Company. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to any 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 options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stockNonpreferred Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional Nonpreferred 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 Additional Shares of Additional Nonpreferred Stock or any optionsConvertible Securities or any warrants, warrants options or other rights to subscribe for or purchase any shares Additional Shares of Additional Nonpreferred Stock or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company Issuer therefor shall be deemed to be the amount of cash received by the Company Issuer therefor, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are offered by the Company Issuer for subscription, the subscription price, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts or expenses paid or incurred by the Company Issuer 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 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 Board of Directors of the CompanyIssuer. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to any optionswarrants, warrants options or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Issuer for issuing such optionswarrants, warrants options or other rights, plus the additional consideration payable to the Company Issuer upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company Issuer for issuing any optionswarrants, warrants options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company Issuer in xi respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Issuer upon the exercise of the right of conversion, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stockNonpreferred Stock, the Company Issuer shall be deemed to have received for such shares Additional Shares of Additional Nonpreferred 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 Additional Shares of Additional Common Stock or any Convertible Securities or any options, warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional 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 shares Additional Shares of Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares of Additional Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any options, 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, options, warrants or other rights, as the case may be. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, rights plus the any additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Stock or Common Stock, any options, warrants or other rights to subscribe for or purchase any shares of Additional Stock Options or any Convertible Securities shall be issued for a cash consideration, the consideration received by the Company Warrant Agreement ----------------- therefor shall be deemed to be the amount of cash received by the Company therefor, or, if such shares Additional Shares of Additional Stock Common Stock, Options or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Stock Common Stock, Options or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 or sale shall be 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 issuance, as reasonably determined in good faith by the Board of Directors of the CompanyBoard. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any options, warrants or other rights Option to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing the sale or issuance of such options, warrants or other rights, Option plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rightsthereof in full. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi respect of the subscription for for, sale or purchase issuance of such Convertible Securities, Securities plus the additional consideration, if any, consideration payable to the Company upon the exercise of the right of conversion, exercise conversion or exchange thereof in such Convertible Securitiesfull. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Nonpreferred Stock or any optionsConvertible Securities or any warrants, warrants options or other rights to subscribe for or purchase any shares Additional Shares of Additional Nonpreferred 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 cash received by the Company therefor, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 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 Board of Directors of the Company. If such determination is objected to by the holders of Warrants evidencing a majority in number of the total number of Stock Units at the time purchasable upon the exercise of all then outstanding Warrants, such determination shall be made by an independent appraiser chosen in the manner specified in the definition of Appraised Value. The fees and expenses of any appraisers shall be shared equally by such objecting holders (as to one-half) and the Company (as to one-half). The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to any optionswarrants, 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 optionswarrants, warrants options or other rights, plus the additional consideration payable to the Company upon the exercise of such optionswarrants, warrants options or other rights. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any optionswarrants, warrants options or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stockNonpreferred Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional Nonpreferred 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 Additional Common Stock or any options, convertible securities or any warrants or other rights to subscribe for or purchase any additional shares of Additional 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 Issuer therefor, or, if such additional shares of Additional Common Stock or Convertible Securities convertible securities are offered by the Company Issuer for subscription, the subscription price, or, if such additional shares of Additional Common Stock or Convertible Securities convertible securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of deducting any compensation, discounts or expenses paid or incurred by the Company Issuer 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 Board of Directors of the CompanyIssuer. In any 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 Issuer issues any securities, the amount of consideration therefor shall be deemed to be the fair value, as determined by the Board of Directors of the Issuer, of such portion of the assets and business of the nonsurviving corporation as such Board 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 Additional Common Stock issuable pursuant to any optionsconvertible securities, warrants or other rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company Issuer for issuing such options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares of Additional Stock issuable pursuant to the terms of any Convertible Securities shall be the consideration received or receivable by the Company for issuing any optionsconvertible securities, warrants or other rights to subscribe for or purchase such Convertible Securities, plus the consideration paid or payable to the Company in xi respect of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company Issuer upon the exercise of the right of conversionexercise, exercise conversion or exchange in of such Convertible Securitiesconvertible securities, warrants or other rights. In case of the issuance at any time of any additional shares of Additional Common Stock or Convertible Securities convertible securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company Issuer shall be deemed to have received for such additional shares of Additional 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 shares of Additional Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any additional shares of Additional 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 Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the 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 Board of Directors of the CompanyCompany (excluding therefrom any director designated by the transferee thereof). The consideration for In case any additional shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares of Additional Stock issuable pursuant to the terms of any 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 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 therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company (excluding therefrom any director designated by the transferee thereof for the purpose of voting on such matter but not for the purpose of determining whether a quorum is present at such meeting), 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 Net Consideration Per Share which may be received by the Company for any additional shares of Common Stock issuable pursuant to any warrant, option or other subscription or purchase right or any Convertible Securities shall be determined as follows: (i) The Net Consideration Per Share shall mean the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, rights or Convertible Securities, plus the consideration paid or payable to the Company in xi respect minimum amount of the subscription for or purchase of such Convertible Securities, plus the additional consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the exercise aggregate number of shares of Common Stock that would be issued if all such warrants, options or other rights or Convertible Securities were exercised or converted at such Net Consideration Per Share; and (ii) The Net Consideration Per Share which may be received by the Company shall be determined in each instance as of the right date of conversionissuance of warrants, exercise options, rights or exchange Convertible Securities without giving effect to any possible future price adjustments or rate adjustments which may be applicable with respect to such warrants, options, rights or Convertible Securities and which are contingent upon future events; provided that in the case of an adjustment to be made as a result of a change in terms of such warrants, options, rights or Convertible Securities, the Net Consideration Per Share shall be recalculated as of the date of such change. In case of the issuance at any time of any additional shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such additional shares of Additional 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 shares Additional Shares of Additional Stock or Common Stock, any options, warrants or other rights to subscribe for or purchase any shares of Additional Stock Options 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 cash received by the Company therefor, or, if such shares Additional Shares of Additional Stock Common Stock, Options or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional WARRANT AGREEMENT Shares of Additional Stock Common Stock, Options or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 or sale shall be 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 issuance, as reasonably determined in good faith by the Board of Directors of the CompanyBoard. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to any options, warrants or other rights Option to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing the sale or issuance of such options, warrants or other rights, Option plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rightsthereof in full. The consideration for any shares Additional Shares of Additional Common Stock issuable pursuant to the terms of any 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 xi respect of the subscription for for, sale or purchase issuance of such Convertible Securities, Securities plus the additional consideration, if any, consideration payable to the Company upon the exercise of the right of conversion, exercise conversion or exchange thereof in such Convertible Securitiesfull. In case of the issuance at any time of any shares Additional Shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional 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 shares Additional Shares of Additional Nonpreferred Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any shares Additional Shares of Additional Nonpreferred 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 shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts 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 Board of Directors of the Company. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to any 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 options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares Additional Shares of Additional Nonpreferred Stock issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance at any time of any shares Additional Shares of Additional Nonpreferred Stock or Convertible Securities in payment or satisfaction of any dividend upon any class of stock other than common stockNonpreferred Stock, the Company shall be deemed to have received for such shares Additional Shares of Additional Nonpreferred 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 Common Stock or any options, Convertible Securities or any warrants or other rights to subscribe for or purchase any additional shares of Additional 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 Additional Common Stock or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such additional shares of Additional Common Stock or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, price (in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the 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 Board of Directors of the CompanyCompany (excluding therefrom any director designated by the transferee thereof). The consideration for In case any additional shares of Additional Common Stock issuable pursuant to any 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 options, warrants or other rights, plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares of Additional Stock issuable pursuant to the terms of any 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 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 therefor shall be deemed to be the fair value, as determined in good faith by the Board of Directors of the Company (excluding therefrom any director designated by the transferee thereof for the purpose of voting on such matter but not for the purpose of determining whether a quorum is present at such meeting), 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 Net Consideration Per Share which may be received by the Company for any additional shares of Common Stock issuable pursuant to any warrant, option or other subscription or purchase right or any Convertible Securities shall be determined as follows: (i) The Net Consideration Per Share shall mean the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, tights or Convertible Securities, plus the consideration paid or payable to the Company in xi respect minimum amount of the subscription for or purchase of such Convertible Securities, plus the additional consideration, . if any, any payable to the Company upon exercise or conversion thereof, divided by the exercise aggregate number of shares of Common Stock that would be issued if all such warrants, options or other rights or Convertible Securities were exercised or converted at such Net Consideration Per Share; and (ii) The Net Consideration Per Share which may be received by the Company shall be determined in each instance as of the right date of conversionissuance of warrants, exercise options. rights or exchange Convertible Securities without giving effect to any possible future price adjustments or rate adjustments which may be applicable with respect to such warrants. options, rights or Convertible Securities and which are contingent upon future events; provided that in the case of an adjustment to be made as a result of a change in terms of such warrants, options, rights or Convertible Securities, the Net Consideration Per Share shall be recalculated as of the date of such change. In case of the issuance at any time of any additional shares of Additional Common Stock or Convertible Securities in payment or satisfaction of any dividend dividends upon any class of stock other than common stockCommon Stock, the Company shall be deemed to have received for such additional shares of Additional 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 shares of Additional Stock Shares or any options, Convertible Securities or any warrants or other rights Rights to subscribe for or purchase any shares of Additional Stock Shares or any Convertible Securities shall be are issued for cash consideration (including pursuant to a cash considerationprivate placement of such Additional Shares or Convertible Securities), the consideration received by the Company therefor shall be deemed to be equal the amount of such cash received by the Company thereforconsideration, or, if such shares of Additional Stock Shares or Convertible Securities are offered by the Company for subscription, the subscription price, or, if such shares of Additional Stock Shares or Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial consideration received by the Company therefor shall equal the public offering priceprice or the price received in a private placement as provided for above thereof, in as applicable.(in any such case excluding subtracting any amounts paid or receivable for accrued interest or accrued dividends distributions and without deduction of taking into account any compensation, discounts or expenses paid or incurred by the Company for and in the underwriting of, or otherwise in connection with, the 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 Board 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 Company issues any securities, the amount of Directors consideration therefor shall be deemed to be the fair market value, as determined in good faith by the Board and supported by an opinion from an Independent Financial Expert of such portion of the Companyassets 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 shares of Additional Stock Shares issuable pursuant to any options, warrants or other rights Rights to subscribe for or purchase the same shall be the consideration received or receivable by the Company for issuing such options, warrants or other rights, rights plus the additional consideration payable to the Company upon the exercise of such options, warrants or other rights. The consideration for any shares of Additional Stock Shares issuable pursuant to the terms of any 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 xi 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, exercise conversion or exchange in such Convertible Securities. In case of the issuance If any Additional Shares or Convertible Securities are issued at any time of any shares of Additional Stock or Convertible Securities in payment or satisfaction of any dividend distributions upon any class of stock Shares other than common stockShares, the Company shall be deemed to have received for such shares of Additional Stock Shares or Convertible Securities a consideration equal to the amount of such dividend distribution so paid or satisfied.