Common use of Consideration for Stock Clause in Contracts

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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, after deducting any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exerciseCorporation therefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the CompanyCorporation, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith. The amount of consideration deemed to be received by the Company Corporation pursuant to the foregoing provisions of this paragraph 3D(5(e) upon any issuance and/or sale, pursuant to an established compensation plan of the CompanyCorporation, to directors, officers or employees of the Company Corporation in connection with their employment, employment of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company Corporation as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company Corporation shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the CompanyCorporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Corporation of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities, as the case may be. In the event of any consolidation or merger of the Company Corporation in which the Company Corporation is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company Corporation for stock or other securities of any corporation, the Company Corporation shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Exercise Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants under this Warrant immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D(j), shall be made after giving effect to such adjustment of the Warrant Purchase Exercise Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the gross amount received by the Company therefor plus any additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewiththerefor. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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 in good faith by the Board of Directors of the Company, after deducting any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of If Common Stock, Options or Convertible Securities shall be issued or sold by the Company and, in connection with any merger in which the Company is the surviving corporationtherewith, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, other Options or Convertible Securities as (the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company“Additional Rights”) are issued, together comprising one integral transaction in which no specific consideration is allocated to such Options by Additional Rights, (x) such Additional Rights will be deemed to have been issued for consideration equal to the parties thereto, Black Scholes Consideration Value thereof and (y) the other securities issued or sold or deemed to have been issued or sold in such Options integrated transaction shall be deemed to have been issued without considerationfor consideration equal to the difference of (I) the aggregate consideration received or receivable by the Company minus (II) the Black Scholes Consideration Value of each such Additional Rights. In For the event purpose of any consolidation or merger this subsection 3(e)(ii)(5) “Black Scholes Consideration Value” means the value of the applicable Additional Rights (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Additional Rights (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Additional Rights (as the case may be) as of the date of issuance of such Additional Rights (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Additional Rights (as the case may be). The Board of Directors of the Company shall respond promptly, in which writing, to an inquiry by the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal Holder as to the fair market value on the date of such transaction of such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase PriceAdditional Rights. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by event that the Board of Directors of the Company, Company and the Board shall notify the holder of this Warrant of its determination of the consideration prior Holder are unable to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of agree upon the fair market value of the consideration will then Additional Rights, the Company and the Holder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be made final and conclusive, and the cost of such appraiser shall be borne by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, CaliforniaCompany.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the net amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange after deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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 in good faith by the Board of Directors of the Company, after deducting deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company for such consideration as determined in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined good faith by the Board of Directors of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Board shall notify Company and, in connection therewith, other Options or Convertible Securities (the holder of this Warrant of its determination of "Additional Rights") are issued, then the consideration prior received or deemed to payment or accepting receipt thereof. If, within ten days after receipt of said notice, be received by the holder of this Warrant Company shall notify the Board of any objection to such determination of consideration, a determination of be reduced by the fair market value of the consideration will then be made Additional Rights (as determined using the Black-Scholes option pricing model or another method mutually agreed to by arbitration in accordance with the Rules Company and the Holder). The Board of Directors of the American Arbitration AssociationCompany shall respond promptly, in writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an arbitrator appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the City cost of San Francisco, Californiasuch appraiser shall be borne evenly by the Company and the Holder.

Consideration for Stock. In case any shares of Common Stock, Stock or ----------------------- Options Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold 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 market value of such consideration as determined determined, in good faith and in the exercise of reasonable business judgment, by the Board of Directors of the Company, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be deemed to be the fair market value as determined determined, in good faith and in the exercise of reasonable business judgment, by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall may determine to be attributable to such shares of Common Stock, Options Convertible Securities, rights or Convertible Securities options, as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the 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, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise comprising a Stock Unit, the determination of the Warrants immediately prior to such merger, consolidation or saleadjusted Exercise Price, for purposes of this paragraph 3D, Section 4.3 shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, Californiaadjustment.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options Ordinary Shares or Convertible Securities any Ordinary Shares Equivalents shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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, after deducting any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5sold: (1) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding 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 value, as determined reasonably and in good faith by the Board of Directors of the Company Maker and approved by the Holder, of such portion of the assets and business of the non-surviving nonsurviving corporation as such Board shall of Directors may determine to be attributable to such Common StockOrdinary Shares, Options Convertible Securities, rights or Convertible Securities warrants or options, as the case may be. In case any Options shall be issued ; or (2) in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company Maker in which the Company Maker is not the surviving corporation or in which the previously outstanding Ordinary Shares of the Maker shall be changed into or exchanged for the stock or other securities of another corporation or other property, or in the event of any sale of all or substantially all of the assets of the Company Maker for stock stock, shares or other securities or other property of any corporation, the Company Maker shall be deemed to have issued a number of shares of its Common Stock for stock or securities Ordinary Shares, at a 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 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, and if . If any such calculation results in adjustment of the Warrant Purchase applicable Conversion Price, or the number of Ordinary Shares issuable upon conversion of the Note, the determination of the applicable Conversion Price or the number of shares of Common Stock receivable Ordinary Shares issuable upon exercise conversion of the Warrants Note immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Pricenumber of Ordinary Shares issuable upon conversion of the Note. In all cases where the amount event Ordinary Shares is issued with other shares or securities or other assets of the Maker for consideration received by which covers both, the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to consideration computed as provided in this Section 3.4(a)(vii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the CompanyMaker, and approved by the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, CaliforniaHolder.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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, after deducting any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case If any shares of Common Stock, ----------------------- Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case If any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold 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 reasonably and in good faith by the Board board of Directors directors of the Company, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by If the Company pursuant to the foregoing provisions of this paragraph 3D(5) shall declare or pay a dividend or make any other distribution upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees stock of the Company payable in connection with their employment, of shares of Common Stock, Options Convertible Securities or options, warrants or rights to purchase Common Stock or Convertible Securities, the securities issuable in payment of such dividend or distribution shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income deemed to have been issued or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or salesold without consideration. In case If any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be deemed to be the fair value as determined reasonably and in good faith by the Board board of Directors directors of the Company of or such portion of the assets and business of the non-surviving corporation as such Board shall board may reasonably and in good faith determine to be attributable to such shares of Common Stock, Options Convertible Securities, rights or Convertible Securities options, as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another entity or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporationentity, the 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 such entity 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 corporationsuch entity, and if any such calculation results in adjustment of the Warrant Purchase PriceExercise Price in accordance with Section 7(b), the determination of the number of shares of Common Stock receivable issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3DSection 7(e), shall be made after giving effect to such adjustment of the Warrant Purchase Exercise Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case If any shares of Common Stock, ----------------------- Options Option or Convertible Securities shall Security is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company, together comprising one integrated transaction, (x) such Option or Convertible Security (as applicable) will be deemed to have been issued for consideration equal to the Option Value (as defined below) thereof and (y) the other securities issued or sold for cash, or offered by the Company for subscription, the consideration received therefor deemed to have been issued or sold in such integrated transaction shall be deemed to be have been issued for consideration equal to the amount difference of (I) the aggregate consideration received or receivable by the Company therefor plus any additional consideration payable to minus (II) the Company upon the exercise, conversion or exchange Option Value of each such Common Stock, Options Option or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewithSecurity (as applicable). In case If any shares of Common Stock, Options or Convertible Securities shall are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued or sold for a consideration other than cash, for purposes of calculating the consideration paid for the Options or Convertible Securities (but not the Option Value thereof), the amount of the such consideration other than cash received by the Company shall be deemed to will be the fair value of such consideration, except where such consideration as determined by consists of publicly traded securities, in which case the Board of Directors of the Company, after deducting any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to for such securities will be the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan arithmetic average of the Company, to directors, officers or employees volume weighted average prices of such security for each of the Company in connection with their employment, five (5) Trading Days immediately preceding the date of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or salereceipt. In case If any shares of Common Stock, Options or Convertible Securities shall be are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporationentity, the amount of consideration therefor shall will be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the net assets and business of the non-surviving corporation entity as such Board shall determine to be is attributable to such shares of Common Stock, Options or Convertible Securities Securities, as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event The fair value of any consolidation consideration other than cash or merger of the Company in which the Company is publicly traded securities (but not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to Option Value thereof) will be determined in good faith by the Board of Directors of the Company. For purposes hereof, “Option Value” means the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with applicable Option or Convertible Security (as the Rules case may be) as of the American Arbitration Associationdate of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), by (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option or Convertible Security (as the case may be) as of the date of issuance of such Option or Convertible Security (as the case may be) and (iii) an arbitrator in the City of San Francisco, Californiaexpected volatility equal to 40%.

Consideration for Stock. In case any shares of Common Stock, Options ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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, after deducting any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In Anything herein to the contrary notwithstanding, in case at any time any shares of Common StockStock or Convertible Securities or any rights, ----------------------- Options options or warrants to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exerciseCorporation therefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith. In case at any time any shares of Common StockStock or Convertible Securities or any rights, Options options or warrants to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, in whole or in part, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration as determined reasonably and in good faith by the Board of Directors of the CompanyCorporation, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case at any time any shares of Common StockStock or Convertible Securities or any rights, Options options or warrants to purchase such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company Corporation is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value as determined reasonably and in good faith by the Board of Directors of the Company Corporation of such portion of the assets and business of the non-surviving nonsurviving corporation as such Board shall may determine to be attributable to such shares of Common Stock, Options Convertible Securities, rights, options or Convertible Securities warrants, as the case may be. In case at any Options time any rights, options or warrants to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issue and sale of other securities of the CompanyCorporation, together comprising one integral transaction in which no specific consideration is allocated to such Options rights, options or warrants by the parties thereto, such Options rights, options or warrants shall be deemed to have been issued without consideration. In the event for an amount of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, thereof as determined reasonably and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined good faith by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, CaliforniaCorporation.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without reduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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 in good faith by the Board of Directors of the Company, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5(e) upon any issuance and/or issue or sale, pursuant to an any established compensation plan of the Company, Company to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, Securities shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or issue or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or issue or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of or other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefore shall be deemed to be the fair value as determines in good faith by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and and, if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants under this Warrant immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D(j), shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exerciseCorporation therefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the CompanyCorporation, after deducting without deduction of any expenses incurred or any underwriting under writing commissions or concessions paid or allowed by the Company Corporation in connection therewith. The amount of consideration deemed to be received by the Company Corporation pursuant to the foregoing provisions of this paragraph 3D(5(e) upon any issuance and/or sale, pursuant to an established compensation plan of the CompanyCorporation, to directors, officers or employees of the Company Corporation in connection with their employment, employment of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company Corporation as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company Corporation shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the CompanyCorporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Corporation of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities, as the case may be. In the event of any consolidation or merger of the Company Corporation in which the Company Corporation is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company Corporation for stock or other securities of any corporation, the Company Corporation shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Exercise Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants under this Warrant immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D(j), shall be made after giving effect to such adjustment of the Warrant Purchase Exercise Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options Stock or Convertible Securities or any rights or warrants or options to purchase any such Common Stock or Convertible Securities shall be issued or sold sold: (i) for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold ; (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, after deducting in good faith and in the exercise of reasonable business judgment, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount , which determination shall be conclusive and which determination of consideration deemed to valuation shall be received sent in writing by the Company pursuant Board of Directors to the foregoing provisions of this paragraph 3D(5Holder, subject to Section 11(g)(v) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued below; (iii) in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), 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 Company of such portion of the assets and business of the non-surviving corporation as such Board shall of Directors may determine to be attributable to such shares of Common Stock, Options Convertible Securities, rights or Convertible Securities warrants or options, as the case may be. In case any Options shall be issued , subject to Section 11(g)(v) below; (iv) in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the 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, subject to Section 11(g)(v) below and provided that, if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable issuable upon exercise of the Warrants Warrant immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3DSection 11(a), shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where ; (v) with respect to Sections 11(g)(ii), (iii) and (iv) above (and with respect to Sections 11(j)(ii) and 11(l) below), if the amount fair value of the non-cash consideration received by the Company upon the issuance or sale value of any Common Stockwhich is being determined exceeds $50,000, Options, or Convertible Securities is to be determined by the Board of Directors of the CompanyCompany shall provide written notice of its valuation to the Holder, and in the event that the Holder disagrees with such valuation, the Board shall notify Holder may provide written notice of such disagreement to the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, Company within ten 30 days after receipt of said notice, the holder of this Warrant shall notify following such notice from the Board of any objection to such determination Directors. For a period of consideration, a determination 15 days following the delivery of the fair market last 29 timely delivered notice of disagreement, the Company and the Holder shall in good faith seek to agree upon a valuation. If at the end of such 15 day period the Company and the Holder have not agreed upon a valuation, then the value of the non-cash consideration will then the value of which is being determined shall be made by determined in an arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator conducted in the City of San Francisco, Californiasame manner as an arbitration conducted to determine Market Price as provided in Sections 11(j) and 13(j) hereof.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any reasonable underwriting commissions or concessions paid or allowed by the Company (or deducted from amounts received by the Company) in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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 reasonably and in good faith by the Board of Directors of the Company, after deducting without deduction of any expenses incurred or any reasonable underwriting commissions or concessions paid or allowed by the Company (or deducted from amounts received by the Company) in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company or any subsidiary of the Company in connection with their employment, employment of shares of Common Stockstock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal federal and/or State state income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration received therefor shall be deemed to be the fair value as determined reasonably and in good faith by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine may determined to be attributable to such shares of Common Stock, Options or Convertible Securities Securities, as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D3.13 below, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where case any shares of Common Stock shall be issued (or issuable) pursuant to any Options for the purchase of the same, the consideration deemed to be received (or receivable) therefor shall be deemed to be the total amount, if any, received (or total minimum amount receivable) by the Company as consideration for the granting of such Options, plus the aggregate amount of additional consideration received by paid (or minimum amount payable) to the Company upon the issuance exercise of such Options. In case any shares of Common Stock shall be issued (or issuable) upon the conversion or exchange of any Convertible Securities, the consideration deemed to be received (or receivable) therefor shall be deemed to be the total amount received (or total minimum amount receivable) by the Company as consideration for the granting of any Options to subscribe to or purchase such Convertible Securities, plus the total amount of additional consideration paid (or minimum amount payable) to the Company as consideration for the issue or sale of any Common Stocksuch Convertible Securities, Options, or Convertible Securities is to be determined by plus the Board total amount of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of additional consideration, a determination of if any, paid (or minimum amount payable) to the fair market value of Company upon the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, Californiaconversion or exchange thereof.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exerciseCorporation therefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration as determined by the Board of Directors of the CompanyCorporation, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith. The amount of consideration deemed to be received by the Company Corporation pursuant to the foregoing provisions of this paragraph 3D(5(e) upon any issuance and/or sale, pursuant to an established compensation plan of the CompanyCorporation, to directors, officers or employees of the Company Corporation in connection with their employment, employment of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company Corporation as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company Corporation shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the CompanyCorporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Corporation of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities, as the case may be. In the event of any consolidation or merger of the Company Corporation in which the Company Corporation is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company Corporation for stock or other securities of any corporation, the Company Corporation shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Exercise Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants under this Warrant immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.such

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold 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 reasonably and in good faith by the Board board of Directors directors of the Company, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be deemed to be the fair value as determined reasonably and in good faith by the Board board of Directors directors of the Company of or such portion of the assets and business of the non-surviving corporation as such Board shall board may reasonably and in good faith determine to be attributable to such shares of Common Stock, Options Convertible Securities, rights or Convertible Securities options, as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another entity or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporationentity, the 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 such entity 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 corporationsuch entity, and if any such calculation results in adjustment of the Warrant Purchase PriceExercise Price in accordance with SECTION 6(b), the determination of the number of shares of Common Stock receivable issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3DSECTION 6(f), shall be made after giving effect to such adjustment of the Warrant Purchase Exercise Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case ----------------------- any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the net amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange after deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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 in good faith by the Board of Directors of the Company, after deducting deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company for such consideration as determined in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined good faith by the Board of Directors of the Company. If Common Stock, Options or Convertible Securities shall be issued or sold by the Board shall notify Company and, in connection therewith, other Options or Convertible Securities (the holder of this Warrant of its determination of "ADDITIONAL RIGHTS") are issued, then the consideration prior received or deemed to payment or accepting receipt thereof. If, within ten days after receipt of said notice, be received by the holder of this Warrant Company shall notify the Board of any objection to such determination of consideration, a determination of be reduced by the fair market value of the consideration will then be made Additional Rights (as determined using the Black-Scholes option pricing model or another method mutually agreed to by arbitration in accordance with the Rules Company and the Holder). The Board of Directors of the American Arbitration AssociationCompany shall respond promptly, in writing, to an inquiry by the Holders as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Holders are unable to agree upon the fair market value of the Additional Rights, the Company and the Holders shall jointly select an arbitrator appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the City cost of San Francisco, Californiasuch appraiser shall be borne evenly by the Company and the Holder.

Consideration for Stock. In case If any shares of Common Stock, ----------------------- Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case If any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold 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 reasonably and in good faith by the Board board of Directors directors of the Company, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by If the Company pursuant to the foregoing provisions of this paragraph 3D(5) shall declare or pay a dividend or make any other distribution upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees stock of the Company payable in connection with their employment, of shares of Common Stock, Options Convertible Securities or options, warrants or rights to purchase Common Stock or Convertible Securities, the securities issuable in payment of such dividend or distribution shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income deemed to have been issued or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or salesold without consideration. In case If any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be deemed to be the fair value as determined reasonably and in good faith by the Board board of Directors directors of the Company of or such portion of the assets and business of the non-surviving corporation as such Board shall board may reasonably and in good faith determine to be attributable to such shares of Common Stock, Options Convertible Securities, rights or Convertible Securities options, as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another entity or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporationentity, the 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 such entity 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 corporationsuch entity, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration Exercise Price in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.Section 8(b),

Consideration for Stock. In case at any time any shares of Common Stock, ----------------------- Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by CJI therefor in the Company therefor plus any additional consideration payable to the Company upon the exercise, conversion or exchange form of such Common Stockcash, Options or Convertible Securities, excluding without deduction therefrom of any amounts expenses paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions commissions, concessions or concessions discounts paid or allowed by the Company CJI in connection therewith. In case at any time any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company CJI shall be deemed to be the fair value of such consideration at the time of such issue or sale as determined reasonably and in good faith by the Board of Directors of the CompanyCJI, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company CJI in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case at any time any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company CJI is the surviving corporationcorporation (other than a transaction to which Section 1.7 hereof shall be applicable), the amount of consideration received therefor shall be deemed to be the fair value value, as determined reasonably and in good faith by the Board of Directors of the Company CJI, of such portion of the assets and business of the non-surviving corporation entity as such Board shall may determine to be attributable to such shares of Common Stock, Options Convertible Securities, rights or Convertible Securities options, as the case may be. In case at any Options time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issue and sale of other securities of the CompanyCJI, together comprising one integral transaction in which no specific consideration is allocated to such Options rights or options by the parties thereto, such Options rights or options shall be deemed to have been issued without consideration. In the event for an amount of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, thereof as determined reasonably and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined good faith by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, CaliforniaCJI.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options Conversion Shares or Convertible Securities any Ordinary Share Equivalents shall be issued or sold for cash, sold: (1) in connection with any merger or offered by consolidation in which the Company for subscription, Maker is the consideration received therefor surviving corporation (other than any consolidation or merger in which the previously outstanding Conversion Shares of the Maker shall be deemed changed to be or exchanged for the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercise, conversion stock or exchange other securities of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cashanother corporation), the amount of the consideration other than cash received by the Company therefor shall be be, deemed to be the fair value of such consideration value, as determined reasonably and in good faith by the Board of Directors of the Company, after deducting any expenses incurred or any underwriting commissions or concessions paid or allowed Maker and approved by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or saleRequisite Holder, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall of Directors may determine to be attributable to such Common StockConversion Shares, Options Convertible Securities, rights or Convertible Securities warrants or options, as the case may be. In case any Options shall be issued ; or (2) in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company Maker in which the Company Maker is not the surviving corporation or in which the previously outstanding Conversion Shares of the Maker shall be changed into or exchanged for the stock or other securities of another corporation or other property, or in the event of any sale of all or substantially all of the assets of the Company Maker for stock or other securities or other property of any corporation, the Company Maker shall be deemed to have issued Conversion Shares, at a number of shares of its Common Stock for stock or securities price per share equal to the valuation of the other corporation computed Maker’s Preferred Shares based on the basis of the actual exchange ratio on which the transaction was predicated 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, and if . If any such calculation results in adjustment of the Warrant Purchase applicable Conversion Price, or the number of Conversion Shares issuable upon conversion of the Note, the determination of the applicable Conversion Price or the number of shares of Common Stock receivable Conversion Shares issuable upon exercise conversion of the Warrants Note immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Pricenumber of Conversion Shares issuable upon conversion of the Note. In all cases where the amount event Conversion Shares are issued with other shares or securities or other assets of the Maker for consideration received by which covers both, the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to consideration computed as provided in this Section 3.4(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the CompanyMaker, and approved by the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, CaliforniaRequisite Holders.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the net amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange after deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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 in good faith by the Board of Directors of the Company, after deducting deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company for such consideration as determined in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined good faith by the Board of Directors of the Company. In situations other than those covered by the immediately preceding sentence, if Common Stock, Options or Convertible Securities shall be issued or sold by the Board shall notify Company and, in connection therewith, other Options or Convertible Securities (the holder of this Warrant of its determination of "Additional Rights") are issued, then the consideration prior received or deemed to payment or accepting receipt thereof. If, within ten days after receipt of said notice, be received by the holder of this Warrant Company shall notify the Board of any objection to such determination of consideration, a determination of be reduced by the fair market value of the consideration will then be made Additional Rights (as determined using the Black-Scholes option pricing model or another method mutually agreed to by arbitration in accordance with the Rules Company and the Warrantholder). The Board of Directors of the American Arbitration AssociationCompany shall respond promptly, in writing, to an inquiry by the Warrantholder as to the fair market value of the Additional Rights. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value of the Additional Rights, the Company and the Warrantholder shall jointly select an arbitrator appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the City cost of San Francisco, Californiasuch appraiser shall be borne evenly by the Company and the Warrantholder.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exerciseCorporation therefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash, the amount of the consideration other than cash received by the Company Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board of Directors of the CompanyCorporation, after deducting without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company Corporation in connection therewith. The amount of consideration deemed to be received by the Company Corporation pursuant to the foregoing provisions of this paragraph 3D(5subsection 6(d)(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, sale of shares of Common Stock, Options or Convertible Securities, pursuant to an established compensation plan of the Corporation, to directors, officers or employees of the Corporation in connection with their employment shall be increased by the amount of any tax benefit realized by the Company Corporation as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal federal and/or State state income or other tax liability of the Company Corporation shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued sale in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company fiscal year of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may beissuance and/or sale. In case any Options shall be issued in connection with the issue and sale of other securities of the CompanyCorporation, together comprising one integral transaction in which no specific consideration 564314.5 is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the net amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange after deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cashcash or for a consideration including cash and such other consideration, 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 an independent investment bank mutually acceptable to the Board of Directors Holder and to the Company; PROVIDED, HOWEVER that the Holder shall have the absolute right to contest any such valuation in arbitration to be conducted by a single arbitrator acting in accordance with the Rules of the CompanyAmerican Arbitration Association, using expedited procedures for resolution of commercial disputes, which arbitration shall be held in the City of New York), after deducting deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount costs and expenses of consideration deemed to the investment bank shall be received borne solely by the Company pursuant to and in the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount event of any tax benefit realized by the Company as a result of such issuance and/or salearbitration, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company each party shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets bear its own costs and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may beexpenses. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated and for a consideration equal as determined by an independent investment bank mutually acceptable to the fair market value on Holder and to the date of such transaction of such stock or securities of Company; PROVIDED, HOWEVER that the other corporation, and if Holder shall have the absolute right to contest any such calculation results valuation in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is arbitration to be determined conducted by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration single arbitrator acting in accordance with the Rules of the American Arbitration Association, by an arbitrator using expedited procedures for resolution of commercial disputes, which arbitration shall be held in the City of San FranciscoNew York. The costs and expenses of the investment bank shall be borne solely by the Company and in the event of any arbitration, Californiaeach party shall bear its own costs and expenses.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options Stock or Convertible Securities any Common Stock Equivalents shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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, after deducting any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5sold: (1) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company Maker is the surviving corporation (other than any consolidation or merger in which the previously outstanding 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 value, as determined reasonably and in good faith by the Board of Directors of the Company Maker 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 non-surviving corporation as such Board shall of Directors may determine to be attributable to such Common Stock, Options rights or warrants or options or other Convertible Securities Securities, as the case may be. In case any Options shall be issued ; or (2) in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company Maker in which the Company Maker is not the surviving corporation or in which the previously outstanding Common Stock of the Maker shall be changed into or exchanged for the stock or other securities of another corporation or other property, or in the event of any sale of all or substantially all of the assets of the Company Maker for stock or other securities or other property of any corporation, the Company 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 of the other corporation computed based on the basis of the actual exchange ratio on which the transaction was predicated 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, and if . If any such calculation results in adjustment of the Warrant Purchase applicable Floor Price, or the number of Common Stock issuable upon conversion of the Note, the determination of the applicable Floor Price or the number of shares of Common Stock receivable issuable upon exercise conversion of the Warrants Note immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Pricenumber of Common Stock issuable upon conversion of the Note. In all cases where the amount event Common Stock issued with other shares or securities or other assets of the Maker for consideration received by which covers both, the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to consideration computed as provided in this Section 3.4(a)(viii) shall be allocated among such securities and assets as determined in good faith by the Board of Directors of the CompanyMaker, and approved by the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, CaliforniaRequisite Holder.

Consideration for Stock. In case at any time any shares ----------------------- of Common Stock, ----------------------- Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case at any time any shares of Common Stock, Options Stock of any class or Convertible Securities or any rights or options to purchase any such shares of Common Stock or Convertible Securities shall be issued or sold 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 reasonably and in good faith by the Board of Directors of the Company, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5) upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or sale. In case at any time any shares of Common Stock, Options Stock of any class or Convertible Securities or any rights or options to purchase such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration received therefor shall be deemed to be the fair value as determined reasonably and in good faith by the Board of Directors of the Company of such portion of the assets and business of the non-surviving nonsurviving corporation as such Board shall may determine to be attributable to such shares of Common Stock, Options Convertible Securities, rights or Convertible Securities options, as the case may be. In case at any Options time any rights or options to purchase any shares of Common Stock or Convertible Securities shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options rights or options by the parties thereto, such Options rights or options shall be deemed to have been issued without consideration. In the event for an amount of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, thereof as determined reasonably and if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D, shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined good faith by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case any shares of Common Stock, ----------------------- Options or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without reduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold 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 in good faith by the Board of Directors of the Company, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by the Company pursuant to the foregoing provisions of this paragraph 3D(5(e) upon any issuance and/or issue or sale, pursuant to an established compensation plan of the Company, Company to directors, officers or employees of the Company in connection with their employment, of shares of Common Stock, Options or Convertible Securities, Securities shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or issue or sale, the amount of such tax benefit being the amount by which the Federal and/or State income or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or issue or sale. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options options shall be deemed to have been issued without consideration. In case any shares of Common Stock, Options or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value as determined in good faith by the Board of Directors of the Company of such portion of the assets and business of the non-surviving corporation as such Board shall determine to be attributable to such Common Stock, Options or Convertible Securities, as the case may be. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporation, the Company shall be deemed to have issued a number of shares of its Common Stock for stock or securities 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 such stock or securities of the other corporation, and and, if any such calculation results in adjustment of the Warrant Purchase Price, the determination of the number of shares of Common Stock receivable upon exercise of the Warrants under this Warrant immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3D(j), shall be made after giving effect to such adjustment of the Warrant Purchase Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.

Consideration for Stock. In case If any shares of Common Stock, ----------------------- Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold for cash, or offered by the Company for subscription, the consideration received therefor shall be deemed to be the amount received by the Company therefor plus any additional consideration payable to the Company upon the exercisetherefor, conversion or exchange without deduction therefrom of such Common Stock, Options or Convertible Securities, excluding any amounts paid or receivable for accrued interest or accrued dividends and after deducting therefrom any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. In case If any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase any such Common Stock or Convertible Securities shall be issued or sold 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 reasonably and in good faith by the Board board of Directors directors of the Company, after deducting without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith. The amount of consideration deemed to be received by If the Company pursuant to the foregoing provisions of this paragraph 3D(5) shall declare or pay a dividend or make any other distribution upon any issuance and/or sale, pursuant to an established compensation plan of the Company, to directors, officers or employees stock of the Company payable in connection with their employment, of shares of Common Stock, Options Convertible Securities or options, warrants or rights to purchase Common Stock or Convertible Securities, the securities issuable in payment of such dividend or distribution shall be increased by the amount of any tax benefit realized by the Company as a result of such issuance and/or sale, the amount of such tax benefit being the amount by which the Federal and/or State income deemed to have been issued or other tax liability of the Company shall be reduced by reason of any deduction or credit in respect of such issuance and/or salesold without consideration. In case If any shares of Common Stock, Options Stock or Convertible Securities or any rights or options to purchase such shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another corporation), the amount of consideration therefor shall be deemed to be the fair value as determined reasonably and in good faith by the Board board of Directors directors of the Company of or such portion of the assets and business of the non-surviving corporation as such Board shall board may reasonably and in good faith determine to be attributable to such shares of Common Stock, Options Convertible Securities, rights or Convertible Securities options, as the case may be. In case any Options shall be issued in connection with the issue and sale of other securities of the Company, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued without consideration. In the event of any consolidation or merger of the Company in which the Company is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Company shall be changed into or exchanged for the stock or other securities of another entity or in the event of any sale of all or substantially all of the assets of the Company for stock or other securities of any corporationentity, the 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 such entity 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 corporationsuch entity, and if any such calculation results in adjustment of the Warrant Purchase PriceExercise Price in accordance with Section 8(b), the determination of the number of shares of Common Stock receivable issuable upon exercise of the Warrants immediately prior to such merger, consolidation or sale, for purposes of this paragraph 3DSection 8(e), shall be made after giving effect to such adjustment of the Warrant Purchase Exercise Price. In all cases where the amount of consideration received by the Company upon the issuance or sale of any Common Stock, Options, or Convertible Securities is to be determined by the Board of Directors of the Company, the Board shall notify the holder of this Warrant of its determination of the consideration prior to payment or accepting receipt thereof. If, within ten days after receipt of said notice, the holder of this Warrant shall notify the Board of any objection to such determination of consideration, a determination of the fair market value of the consideration will then be made by arbitration in accordance with the Rules of the American Arbitration Association, by an arbitrator in the City of San Francisco, California.