Common use of Determination of Fair Market Value Clause in Contracts

Determination of Fair Market Value. For purposes of this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading days, or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's

Determination of Fair Market Value. For purposes of this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading daysin The Wall Street Journal, or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's

Determination of Fair Market Value. For purposes of this Section 4Warrant, "“fair market value" ” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "“Exchange"”), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("“NASDAQ"”), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the Over the Counter Bulletin Board (the “OTCBB”), the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are closing sales price is reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading days, or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company'sor

Determination of Fair Market Value. For purposes of this Section SECTION 4, "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal THE WALL STREET JOURNAL (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations System Market ("NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading daysin THE WALL STREET JOURNAL, or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's

Determination of Fair Market Value. For purposes of this ---------------------------------- Section 43, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on or a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five twenty (520) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), Journal; or (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations Market System or the Nasdaq Small-Cap Market (either, "NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five twenty (520) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading days, in The Wall Street Journal; or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's's Clerk or Assistant Clerk; provided, however, that solely for the purpose of determining whether a below "fair market value" issuance has occurred that could result in adjustments to the Warrant Price pursuant to Section 3(e) (and expressly not with respect to calculating the adjustments as could result therefrom), such fair market value shall be the lesser of (x) the fair market value determined in accordance with the foregoing paragraph, and (y) the fair market value as would be determined in accordance with the foregoing paragraph if a standard of one (1) trading day rather than the average of twenty (20) trading days were the basis for the calculations therein.

Determination of Fair Market Value. For purposes of this ---------------------------------- Section 44 and for determining the Warrant Price of this Warrant, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on as a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five seven (57) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)Journal, or (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five seven (57) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading days, or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company'sThe Wall Street Journal.

Determination of Fair Market Value. For purposes of this Section 4, "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)Journal, (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading daysin The Wall Street Journal, or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's

Determination of Fair Market Value. For purposes of this Section 4, "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)THE WALL STREET JOURNAL, (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case case, on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading days, in THE WALL STREET JOURNAL or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's

Determination of Fair Market Value. For purposes of this Section 4the Warrant, "“fair market value" ” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "“Exchange"”), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("“NASDAQ"”), the weighted average of the closing prices sale price of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask pricessale price, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the Over the Counter Bulletin Board (the “OTCBB”), the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are closing sales price is reported for the Common Stock by the OTCBB, National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for or in the “pink sheets” by the Pink Sheets, LLC on the last five (5) trading days, or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company'sthe

Determination of Fair Market Value. For purposes of this Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five twenty (520) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), Journal; or (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations Market System or the NASDAQ Small-Cap Market (either, "NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five twenty (520) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading days, in The Wall Street Journal; or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's's Clerk or Assistant Clerk; provided, however, that solely for the purpose of determining whether a below "air market value" issuance has occurred that could result in adjustments to the Warrant Price pursuant to Section4(e) (and expressly not with respect to calculating the adjustments as could result therefrom), such fair market value shall be the lesser of (x) the fair market value determined in accordance with the foregoing paragraph, and (y) the fair market value as would be determined in accordance with the foregoing paragraph if a standard of one (1) trading day rather than the average of twenty (20) trading days were the basis for the calculations therein.

Determination of Fair Market Value. For purposes of this Section 4Warrant, "fair market valueFair Market Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the NASDAQ National Association of Securities Dealers Automated Quotations System Market ("NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading daysin The Wall Street Journal, or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's

Determination of Fair Market Value. For purposes of this ---------------------------------- Section 4, "fair market value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five twenty (520) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), Journal; or (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations Market System or the Nasdaq Small-Cap Market (either, "NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five twenty (520) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading days, in The Wall Street Journal; or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's's Clerk or Assistant Clerk; provided, however, that solely for the purpose of determining whether a below "fair market value" issuance has occurred that could result in adjustments to the Warrant Price pursuant to Section 4(e) (and expressly not with respect to calculating the adjustments as could result therefrom), such fair market value shall be the lesser of (x) the fair market value determined in accordance with the foregoing paragraph, and (y) the fair market value as would be determined in accordance with the foregoing paragraph if a standard of one (1) trading day rather than the average of twenty (20) trading days were the basis for the calculations therein.

Determination of Fair Market Value. For purposes of this Section 4, "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the Nasdaq National Association of Securities Dealers Automated Quotations System Market ("NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading daysin The Wall Street Journal, or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's

Determination of Fair Market Value. For purposes of this Section 4If, at the time "fair market ---------------------------------- value" is determined under paragraph 7, subparagraph 14(b) or paragraph 15, the Company's Common Stock is publicly traded, "fair market value" of a share of Common Stock shall be determined as of a particular the last business day for which the prices or quotes discussed in this sentence are available prior to the date (the "Determination Date") such Option is granted and shall mean (i) if shares the average (on that date) of the high and low prices of the Common Stock are on the principal national securities exchange on which the Common Stock is traded, if such Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Common Stock on the NASDAQ National Market List, if the Common Stock is not then traded on a national securities exchange (an "Exchange"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date and is then reported on such Exchange as reported in The Wall Street Journal list; or (weighted with respect to iii) the trading volume with respect to each such day), closing bid price (iior average of bid prices) if shares of Common Stock are not traded last quoted (on that date) by an Exchange but trade in the established quotation service for over-the-counter market securities, if the Common Stock is not then traded on a national securities exchange and such shares are quoted is not reported on the NASDAQ National Association of Securities Dealers Automated Quotations System (Market List. However, if the Common Stock is not publicly traded at the time such determination is made, "NASDAQ"), fair market value" shall be deemed to be the weighted average of the closing prices of a share fair value of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (iii) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported determined by the National Quotation BureauCommittee after taking into consideration all factors which it deems appropriate, Incorporatedincluding, or any other successor organizationwithout limitation, (iv) if no bid recent sale and asked offer prices are reported for of the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading days, or (v) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company'sprivate transactions negotiated at arm's length.

Determination of Fair Market Value. For purposes of this Section 4, "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day), (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading daysin The Wall Street Journal, or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's

Determination of Fair Market Value. For purposes of those provisions of this Section 4Warrant requiring a determination in accordance with this SECTION 4(i), "fair market valueFAIR MARKET VALUE" of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean (i) if shares of Common Stock are traded on a national securities exchange (an "ExchangeEXCHANGE"), the weighted average of the closing prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on such Exchange as reported in The Wall Street Journal (weighted with respect to the trading volume with respect to each such day)THE WALL STREET JOURNAL, (ii) if shares of Common Stock are not traded on an Exchange but trade in the over-the-counter market and such shares are quoted on the National Association of Securities Dealers Automated Quotations System ("NASDAQ"), (A) the weighted average of the closing last sale prices of a share of the Common Stock of the Company on the last five (5) trading days prior to the Determination Date reported on NASDAQ as reported in The Wall Street Journal or (weighted with respect to the trading volume with respect to each such day), (iiiB) if such shares are an issue for which last sale prices are not reported on NASDAQ, the average of the closing bid and ask prices, in each case on the last five (5) trading days (or if the relevant price or quotation did not exist on any of such days, the relevant price or quotation on the next preceding business day on which there was such a price or quotation) prior to the Determination Date as reported by the National Quotation Bureau, Incorporated, or any other successor organization, (iv) if no bid and asked prices are reported for the Common Stock by the National Quotation Bureau, Incorporated or any other successor organization for such day, the average of the high and low bid and asked price of any of the market makers for the Common Stock as reported on the OTCBB for the last five (5) trading daysin THE WALL STREET JOURNAL, or (viii) if no price can be determined on the basis of the above methods of valuation, then the judgment of valuation shall be determined in good faith by the Board of Directors of the Company, which determination shall be described in a duly adopted board resolution certified by the Company's