Common use of Consideration for Stock Clause in Contracts

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock, at a price per share equal to the valuation of the Maker’s Common Stock for stock or securities or other property of the other corporation computed based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event shares of Common Stock is are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property Stock, at a price per share equal to the valuation of the other corporation computed Maker’s Common Stock based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property Stock, at a price per share equal to the valuation of the other corporation computed Maker’s Common Stock based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Base Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Base Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii4.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair market value, as determined reasonably and in good faith by the Board board of Directors directors of the MakerCompany (the “Board”), of such portion of the assets and business of the nonsurviving corporation as such the Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerBoard.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.5(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker; or (3) for services, other than as permitted pursuant to Section 3.5(c) hereof, the amount of consideration therefor shall be deemed to be the par value of the Common Stock.

Consideration for Stock. In case any shares of Common Stock or Convertible Securities, or any Common Stock Equivalents Equivalents, shall be issued or sold: (1i) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporationcorporation and except as provided in Section 6 (i) below), the amount of consideration therefor therefore shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights Securities or warrants or optionsCommon Stock Equivalents, as the case may be; or (2ii) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Exercise Price, or the number of shares of Common Stock issuable upon conversion exercise of the NotesWarrants, the determination of the applicable Conversion Exercise Price or the number of shares of Common Stock issuable upon conversion exercise of the Notes Warrants immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion exercise of the NotesWarrants. In the event any consideration received by the Company for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board of Directors of the Company. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii(6)(h) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.5(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents (defined as “rights or warrants or options to purchase any Common Stock or Convertible Securities (defined as “securities convertible into or exchangeable for, directly or indirectly, Common Stock”) shall be issued or sold: (1) : in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) or in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of Maker; or for services, other than as permitted pursuant to Section 4(d)(x), the Makeramount of consideration therefor shall be deemed to be the par value of the Common Stock.

Consideration for Stock. In case any shares of Common Stock or any ------------------------- Common Stock Equivalents shall be issued or sold: : (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Fixed Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Fixed Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock Ordinary Shares or any Common Stock Ordinary Share Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock Ordinary Shares of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Requisite Holder, with such approval not to be unreasonably withheld, conditioned or delayed, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible SecuritiesOrdinary Shares, rights or warrants or optionsoptions or other Convertible Securities, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock Ordinary Shares of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued Ordinary Shares, at a number of shares of its Common Stock for stock or securities or other property price per share equal to the valuation of the other corporation computed Maker’s Ordinary Shares based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Floor Price, or the number of shares of Common Stock Ordinary Shares issuable upon conversion of the NotesNote, the determination of the applicable Conversion Floor Price or the number of shares of Common Stock Ordinary Shares issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock Ordinary Shares issuable upon conversion of the NotesNote. In the event Common Stock is Ordinary Shares issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Requisite Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of (i) the applicable Conversion Price, Price or (ii) the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or and/or other assets of the Maker Company for consideration which covers bothconsideration, the consideration computed as provided in this Section 3.6(viii3.5(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock, at a price per share equal to the valuation of the Maker’s Common Stock for stock or securities or other property of the other corporation computed based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event shares of Common Stock is are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock Ordinary Shares or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock Ordinary Shares of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Requisite Holders, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common StockOrdinary Shares, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock Ordinary Shares of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued Ordinary Shares, at a number of shares of its Common Stock for stock or securities or other property price per share equal to the valuation of the other corporation computed Maker’s Ordinary Shares based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock Ordinary Shares issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock Ordinary Shares issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock Ordinary Shares issuable upon conversion of the NotesNote. In the event Common Stock is Ordinary Shares are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Requisite Holders.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1A) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2B) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.5(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker; or (C) other than as set forth above, for any non-cash consideration, the value of the consideration other than cash received by the Maker shall be deemed to be the fair market value of such consideration, as determined mutually in good faith by the Maker’s Board of Directors and the Holder or, if the Maker’s Board of Directors and the Holder fail to agree, at the Maker’s expense by an appraiser selected the Maker’s Board of Directors and reasonably acceptable to the Holder.

Consideration for Stock. In case any shares of Common Stock or Convertible Securities other than the Series C Preferred Stock, or any rights or warrants or options to purchase any such Common Stock Equivalents or Convertible Securities, shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesSeries C Preferred Stock, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Series C Preferred Stock immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesSeries C Preferred Stock. In the event any consideration received by the Company for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board of Directors of the Company. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii(5)(d)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1i) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany and approved by the Holders, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2ii) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Exercise Price, or the number of shares of Common Stock issuable upon conversion exercise of the Notesthis Warrant, the determination of the applicable Conversion Exercise Price or the number of shares of Common Stock issuable upon conversion exercise of the Notes this Warrant immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion exercise of the Notesthis Warrant. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii2(g) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Fixed Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Fixed Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property Stock, at a price per share equal to the valuation of the other corporation computed Maker’s Common Stock based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Base Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Base Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or Convertible Securities other than the Series A Preferred Stock, or any rights or warrants or options to purchase any such Common Stock Equivalents or Convertible Securities, shall be issued or sold: (1i) in connection with any merger or consolidation in which the Maker Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerBoard, of such portion of the assets and business of the nonsurviving corporation as such the Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2ii) in the event of any consolidation or merger of the Maker Issuer in which the Maker Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Issuer for stock or other securities of any corporation, the Maker Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Warrant Price, or the number of shares of Common Stock issuable upon conversion of the Notesfor which this Warrant is exercisable, the determination of the applicable Conversion Warrant Price or the number of shares of Common Stock issuable upon conversion of the Notes for which this Warrant is exercisable immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion for which this Warrant is exercisable. In the event any consideration received by the Issuer for any securities consists of property other than cash, the Notesfair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Maker Issuer for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3(h) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerBoard.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair market value, as determined reasonably and in good faith by the Board board of Directors directors of the MakerCompany (the "Board"), of such portion of the assets and business of the nonsurviving corporation as such the Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerBoard.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock stock, shares or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property Stock, at a price per share equal to the valuation of the other corporation computed Maker’s Common Stock based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents (defined as “rights” or warrants or options to purchase any Common Stock or Convertible Securities (defined as “securities convertible into or exchangeable for, directly or indirectly, Common Stock”) shall be issued or sold: (1) : in connection with any merger or consolidation in which the Maker Borrower is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Borrower shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerBorrower, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) or in the event of any consolidation or merger of the Maker Borrower in which the Maker Borrower is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Borrower shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Borrower for stock or other securities of any corporation, then upon the Maker closing of such transaction, this Note will automatically be redeemable for a payment equal to 150% of the outstanding principal amount of this Note (including accrued interest) (the “Change of Control Preference Amount”); or Borrower shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker Borrower for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of Borrower; or for services, other than as permitted pursuant to Section 4(d)(x), the Makeramount of consideration therefor shall be deemed to be the par value of the Common Stock.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holders, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued Common Stock, at a number price per share equal to the valuation of shares of its the Maker’s Common Stock for stock or securities or other property of the other corporation computed based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holders.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents (as defined in the Purchase Agreement) shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible SecuritiesCommon Stock Equivalents, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Noteseach Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.5(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock stock, shares or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property Stock, at a price per share equal to the valuation of the other corporation computed Maker’s Common Stock based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.5(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or Convertible Securities other than this Note, or any rights or warrants or options to purchase any such Common Stock Equivalents or convertible securities, shall be issued or sold: (1) : in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securitiesconvertible securities, rights or warrants or options, as the case may be; or (2) or in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notesthis Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes this Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of this Note. In the Notesevent any consideration received by the Company for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board of Directors of the Company. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock Ordinary Shares or any Common Stock Ordinary Share Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock Ordinary Shares of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Requisite Holder, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may determine to be attributable to such shares of Common StockOrdinary Shares, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock Ordinary Shares of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued Ordinary Shares, at a number of shares of its Common Stock for stock or securities or other property price per share equal to the valuation of the other corporation computed Maker’s Ordinary Shares based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock Ordinary Shares issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock Ordinary Shares issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock Ordinary Shares issuable upon conversion of the NotesNote. In the event Common Stock is Ordinary Shares are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Requisite Holders.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Requisite Holder, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock, at a price per share equal to the valuation of the Maker’s shares of Common Stock for stock or securities or other property of the other corporation computed based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event shares of Common Stock is are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Requisite Holders.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock stock, shares or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property Stock, at a price per share equal to the valuation of the other corporation computed Maker’s Common Stock based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Fixed Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Fixed Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.this

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) : in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) or in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.5(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker; or other than as set forth above, for any non-cash consideration, the value of the consideration other than cash received by the Maker shall be deemed to be the fair market value of such consideration, as determined mutually in good faith by the Maker’s Board of Directors and the Holder or, if the Maker’s Board of Directors and the Holder fail to agree, at the Maker’s expense by an appraiser selected the Maker’s Board of Directors and reasonably acceptable to the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair market value, as determined reasonably and in good faith by the Board board of Directors directors of the MakerCompany (the "Board"), of such portion of the assets and business of the nonsurviving corporation as such the Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.6(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerBoard.

Consideration for Stock. In case any shares of Common Stock ----------------------- or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock ------------------------- or any Common Stock Equivalents shall be issued or sold: : (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Fixed Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Fixed Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property Stock, at a price per share equal to the valuation of the other corporation computed Maker’s Common Stock based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notesthis Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes this Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notesthis Note. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii5(d) (iii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1i) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2ii) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Purchase Price, or the number of shares of Common Stock issuable upon conversion of the Notesthis Warrant, the determination of the applicable Conversion Purchase Price or the number of shares of Common Stock issuable upon conversion of the Notes this Warrant immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notesthis Warrant. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3(c) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair market value, as determined reasonably and in good faith by the Board board of Directors directors of the MakerMaker (the “Board”), of such portion of the assets and business of the nonsurviving corporation as such the Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerBoard.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a an additional number of shares of its Common Stock for stock or securities or other property of the other corporation computed determined on the basis of the actual exchange ratio on which the transaction was predicated, and predicated for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any Following such calculation results in adjustment transaction, each share of Common Stock that would have been issued hereunder shall, after such consolidation or merger, be convertible into the applicable Conversion Price, or the kind and number of shares of Common Stock issuable upon conversion stock or other securities or property of the Notes, the determination Company or of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to corporation resulting from such merger, consolidation or sale, shall be made after giving effect surviving such merger to such adjustment which the holder of the number of shares of Common Stock issuable deliverable upon conversion of the NotesNote would have been entitled upon such consolidation or merger. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.5(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors Directors; or (3) in connection with an adjustment to the Conversion Price pursuant to Sections 3.5(a)(vi) and 3.5(a)(vii) hereof, except in the circumstances described in subsections (1) and (2) above, for any non-cash consideration, the value of the consideration other than cash received by the Maker shall be deemed to be the fair market value of such consideration, as determined reasonably and in good faith by the Maker’s Board of Directors.

Consideration for Stock. In case any shares of Common Stock or Convertible Securities other than this Note, or any rights or warrants or options to purchase any such Common Stock Equivalents or convertible securities, shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securitiesconvertible securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notesthis Note, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes this Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of this Note. In the Notesevent any consideration received by the Company for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board of Directors of the Company. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.5(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker; or (3) except in the circumstances described in subsections (1) and (2) above, for any non-cash consideration, the value of the consideration other than cash received by the Maker shall be deemed to be the fair market value of such consideration, as determined reasonably and in good faith by the Maker’s Board of Directors and deemed to be acceptable by the Holder.

Consideration for Stock. In case any shares of Common Stock Shares or any Common Stock Share Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock Shares of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common StockShares, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock Shares of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued Common Shares, at a number of shares of its Common Stock for stock or securities or other property price per share equal to the valuation of the other corporation computed Maker's Common Shares based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock Shares issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock Shares issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock Shares issuable upon conversion of the NotesNote. In the event Common Stock is Shares are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or Convertible Securities other than the Series A-1 Preferred, or any rights or warrants or options to purchase any such Common Stock Equivalents or Convertible Securities, shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; . or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock Conversion Shares issuable upon conversion of the NotesSeries A-1 Preferred, the determination of the applicable Conversion Price or the number of shares of Common Stock Conversion Shares issuable upon conversion of the Notes Series A-1 Preferred immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock Conversion Shares issuable upon conversion of the NotesSeries A-1 Preferred. In the event any consideration received by the Company for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board of Directors of the Company. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii5(e)(vi) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Cyber is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Cyber shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCyber, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker Cyber is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Cyber shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Cyber for stock or other securities of any corporation, the Maker Cyber shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker Cyber for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCyber.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock, at a price per share equal to the valuation of the Maker’s Common Stock for stock or securities or other property of the other corporation computed based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporationcorporation as determined in good faith by the Board of Directors of the Maker. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerNote.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1A) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2B) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3(c)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) 3.5.1.8.1 in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) 3.5.1.8.2 in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) 3.5.1.8 shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker; or 3.5.1.8.3 for services or other non-cash consideration, the amount of consideration therefor shall be deemed to be the par value of the Common Stock.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock or any securities convertible into or exchangeable for, directly or indirectly, Common Stock Equivalents (“Convertible Securities”), other than the Series A Preferred, or any rights or warrants or options to purchase any such Common Stock or Convertible Securities, shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesSeries A Preferred, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Series A Preferred immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesSeries A Preferred. In the event any consideration received by the Company for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board of Directors of the Company. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii4(e)(vi) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) : in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving non surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securitiessecurities convertible into shares of Common Stock, rights or warrants or options, as the case may be; or (2) or in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany; or for services, other than as permitted pursuant to this Section, the amount of consideration therefor shall be deemed to be the par value of the Common Stock.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents (defined as "rights" or warrants or options to purchase any Common Stock or Convertible Securities (defined as "securities convertible into or exchangeable for, directly or indirectly, Common Stock") shall be issued or sold: (1) : in connection with any merger or consolidation in which the Maker Borrower is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Borrower shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerBorrower, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) or in the event of any consolidation or merger of the Maker Borrower in which the Maker Borrower is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Borrower shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Borrower for stock or other securities of any corporation, then upon the Maker closing of such transaction, this Note will automatically be redeemable for a payment equal to 150% of the outstanding principal amount of this Note (including accrued interest) (the “Change of Control Preference Amount”); or Borrower shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker Borrower for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of Borrower; or for services, other than as permitted pursuant to Section 4(d)(x), the Makeramount of consideration therefor shall be deemed to be the par value of the Common Stock.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) : in connection with any merger or consolidation in which the Maker Holdings is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Holdings shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerHoldings, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) or in the event of any consolidation or merger of the Maker Holdings in which the Maker Holdings is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Holdings shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Holdings for stock or other securities of any corporation, the Maker Holdings shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker Holdings for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of Holdings; or for services, other than as permitted pursuant to this Section, the Makeramount of consideration therefor shall be deemed to be the par value of the Common Stock.

Consideration for Stock. In case any shares of Common Stock or Convertible Securities, or any Common Stock Equivalents Equivalents, shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporationcorporation and except as provided in Section 5(d)(ix) below), the amount of consideration therefor therefore shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany including the affirmative vote of at least one (1) Director elected or appointed by the holders of the Series A Preferred Stock, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights Securities or warrants or optionsCommon Stock Equivalents, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesSeries A Preferred Stock, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Series A Preferred Stock immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesSeries A Preferred Stock. In the event any consideration received by the Company for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board of Directors of the Company including the affirmative vote of at least one Director elected or appointed by the holders of the Series A Preferred Stock. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii5(d)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerCompany including the affirmative vote of at least one Director elected or appointed by the holders of the Series A Preferred Stock.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder (which shall not be unreasonably withheld by the Holder), of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property Stock, at a price per share equal to the valuation of the other corporation computed Maker's Common Stock based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder (which shall not be unreasonably withheld by the Holder), of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property Stock, at a price per share equal to the valuation of the other corporation computed Maker’s Common Stock based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold:sold (other than in an Exempt Issuance): (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holders, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or optionsOptions, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued Common Stock, at a number price per share equal to the valuation of shares of its the Maker’s Common Stock for stock or securities or other property of the other corporation computed based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event Common Stock is are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vi) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerMaker and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving non-surviving corporation as such Board of Directors may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock, at a price per share equal to the valuation of the Maker’s shares of Common Stock for stock or securities or other property of the other corporation computed based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the NotesNote. In the event shares of Common Stock is are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair market value, as determined reasonably and in good faith by the Board board of Directors directors of the MakerCompany (the “Board”), of such portion of the assets and business of the nonsurviving corporation as such the Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.5(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerBoard.

Consideration for Stock. In case any shares of Common Stock Shares or any Common Stock Share Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock Shares of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common StockShares, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock Shares of the Maker shall be changed into or exchanged for the stock or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities or other property of any corporation, the Maker shall be deemed to have issued Common Shares, at a number of shares of its Common Stock for stock or securities or other property price per share equal to the valuation of the other corporation computed Maker’s Common Shares based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock Shares issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock Shares issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, sale shall be made after giving effect to such adjustment of the number of shares of Common Stock Shares issuable upon conversion of the NotesNote. In the event Common Stock is Shares are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the Maker, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion PricePrice and the Alternative Conversion Price Floor, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price and the Alternative Conversion Price Floor or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker.

Consideration for Stock. In case any shares of Common Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair market value, as determined reasonably and in good faith by the Board board of Directors directors of the MakerCompany (the “ Board ”), of such portion of the assets and business of the nonsurviving corporation as such the Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker Company for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerBoard.

Consideration for Stock. In case any shares of Common Stock or Convertible Securities, other than the Note, or any rights or warrants or options to purchase any such Common Stock Equivalents or Convertible Securities shall be issued or sold: (1i) for cash, the consideration received therefor shall be deemed to be the amount received by the Company therefor, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith; (ii) for a consideration other than cash, the amount of the consideration other than cash received by the Company shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the Company in good faith and in the exercise of reasonable business judgment, without deduction of any expense incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith, which determination shall be sent in writing by the Board of Directors to the registered holders of Note; (iii) in connection with any merger or consolidation in which the Maker Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker Company shall be changed to into or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerCompany, of such portion of the assets and business of the nonsurviving corporation as such Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2iv) in the event of any consolidation or merger of the Maker Company in which the Maker Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker Company shall be changed into or exchanged for the stock or other securities of another corporation, corporation or in the event of any sale of all or substantially all of the assets of the Maker Company for stock or other securities of any corporation, the Maker Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, Price or the number of shares of Common Stock issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerNote.

Consideration for Stock. In case any shares of Common Stock Ordinary Shares or any Common Stock Equivalents Ordinary Shares shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock Ordinary Shares of the Maker shall be changed to or exchanged for the stock stock, shares or other securities of another corporation), the amount of consideration therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board of Directors of the MakerMaker and approved by the Holder, of such portion of the assets and business of the nonsurviving corporation as such Board of Directors may determine to be attributable to such shares of Common StockOrdinary Shares, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock Ordinary Shares of the Maker shall be changed into or exchanged for the stock stock, shares or other securities of another corporationcorporation or other property, or in the event of any sale of all or substantially all of the assets of the Maker for stock stock, shares or other securities or other property of any corporation, the Maker shall be deemed to have issued Ordinary Shares, at a number of shares of its Common Stock for stock or securities or other property price per share equal to the valuation of the other corporation computed Maker’s Ordinary Shares based on the basis of the actual exchange ratio on which the transaction was predicated, as applicable, and for a consideration equal to the fair market value on the date of such transaction of all such stock stock, shares or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock Ordinary Shares issuable upon conversion of the NotesNote, the determination of the applicable Conversion Price or the number of shares of Common Stock Ordinary Shares issuable upon conversion of the Notes Note immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock Ordinary Shares issuable upon conversion of the NotesNote. In the event Common Stock is Ordinary Shares are issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the Maker, and approved by the Holder.

Consideration for Stock. In case any shares of Common ----------------------- Stock or any Common Stock Equivalents shall be issued or sold: (1) in connection with any merger or consolidation in which the Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Maker shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be, deemed to be the fair market value, as determined reasonably and in good faith by the Board board of Directors directors of the MakerMaker (the "Board"), of such portion of the assets and business ----- of the nonsurviving corporation as such the Board may determine to be attributable to such shares of Common Stock, Convertible Securities, rights or warrants or options, as the case may be; or (2) in the event of any consolidation or merger of the Maker in which the Maker is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Maker for stock or other securities of any corporation, the Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. If any such calculation results in adjustment of the applicable Conversion Price, or the number of shares of Common Stock issuable upon conversion of the Notes, the determination of the applicable Conversion Price or the number of shares of Common Stock issuable upon conversion of the Notes immediately prior to such merger, consolidation or sale, shall be made after giving effect to such adjustment of the number of shares of Common Stock issuable upon conversion of the Notes. In the event Common Stock is issued with other shares or securities or other assets of the Maker for consideration which covers both, the consideration computed as provided in this Section 3.6(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the MakerBoard.