Common use of Fair Market Value Clause in Contracts

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemGlobal Market, the NASDAQ SmallCap Global Select Market or the American Capital Market of The Nasdaq Stock ExchangeMarket, LLCInc. (“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASDAQ Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Market SystemNasdaq Stock Market, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Inc. but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agreeagree in writing, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the overNational Association of Securities Dealers, Inc. Over-the-counter marketCounter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemGlobal Market, the NASDAQ SmallCap Global Select Market or the American Capital Market of The Nasdaq Stock ExchangeMarket, LLCInc. (“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASDAQ Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or dissolution, winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the average closing or last sale price, respectively, reported for the last ten (10) business day days immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last ten (10) business day days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the Company and the Holder from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the average closing or last sale price, respectively, reported for the last ten (10) business day days immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last ten (10) business day days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the Company and the Holder from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Nasdaq Stock Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, LLC then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Nasdaq Stock Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., LLC but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agreeagree in writing, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the average of the closing or last sale price, respectively, reported for the last five business day days immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCa national exchange, then the closing or last sale price, respectively, reported for the last business day Business Day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an a national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in on the over-the-counter marketOTCQX or OTCQB, then the mean of the average of the closing bid and ask asked prices reported for the last business day Business Day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Board of Directors of the Company agree, jointly agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemGlobal Market, Nasdaq Global Select Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Market SystemNasdaq Stock Market, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Inc. but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc.LLC, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the average of the closing prices of the Common Stock of the Company on such exchange or last sale price, respectively, reported for market over the last 20 business day days immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business 30-day period immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.clause

Fair Market Value. Fair Market Value of a share of Common Stock as of a ----------------- particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemNASDAQ Global Market, the NASDAQ SmallCap Global Select Market, the NASDAQ Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, the NASDAQ SmallCap Global Select Market, the NASDAQ Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date;; or (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day five (5) trading days immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketOTC Bulletin Board or is listed on the “pink sheets”, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the Holder and the Company from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American The Nasdaq Stock ExchangeMarket, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution dissolution, or winding up, or any event deemed to be a liquidation, dissolution dissolution, or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share shares to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution dissolution, or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for that the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (aA) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (bB) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Determinhaon Date; (cC) Except as provided in clause (d) below, if the Company's ', Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (dD) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the overNational Association of Securities Dealers, Inc. Over-the-counter marketCounter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in or quoted on the over-the-counter marketNASD OTC Bulletin Board or the Pink Sheets, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Financial Industry Regulatory Authority’s Automated Quotation ("NASDAQ"), System in the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter marketmarket on the OTCBB or the Pink Sheets, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and Board of Directors of the Company agree, or shall in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedgood faith determine; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of ----------------- a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board or is listed on the "pink sheets", then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Small Cap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Exchange but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding upup of the Company, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants this Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the overNASD Over-the-counter marketCounter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value For purposes hereof, the "FAIR MARKET VALUE" of a share of Common Stock as of a particular date (the a "Determination DateDETERMINATION DATE") shall mean: (a) 1.2.1 If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("NASDAQ"), National Market System, then the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then average of the closing or last sale price, respectively, reported for the last five business day days immediately preceding the Determination Date;. (b) 1.2.2 If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board or the National Quotation Bureau's Pink Sheets, then the average of the mean of the average of the closing bid and ask asked prices reported for the last five business day days immediately preceding the Determination Date;. (c) 1.2.3 Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) 1.2.4 If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement as determined by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNASDAQ Global Market, Inc. Automated Quotation ("NASDAQ"), National Market SystemNASDAQ Global Select Market, the NASDAQ SmallCap Market Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, NASDAQ Global Select Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) belowbelow and Section 3.1, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination DateDETERMINATION DATE") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock ----------------- as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market SystemGlobal Market, Nasdaq Global Select Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, Nasdaq but is quoted on the NASDAQ SmallCap Market NASD Over The Counter Bulletin Board or the American Stock Exchange, Inc., but is traded in the over-the-counter marketPink Sheets, then the mean of the average of the closing bid and ask asked prices reported for the last ten (10) business day days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Option are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and Board of Directors of the Company agree, or shall in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedgood faith determine; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the mutual agreement of the Company and the Holder from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemGlobal Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business trading day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business trading day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value ------------------- Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association Market or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last ten (10) business day days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, then the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then average of the closing or last sale price, respectively, reported for the last business day five (5) trading days immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day five (5) trading days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board or is listed on the “pink sheets”, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last ten (10) business day days immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the ten (10) last business day days immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value ------------------- Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.clause

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter marketmarket on the OTCBB or the Pink Sheets, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and Board of Directors of the Company agree, or shall in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decidedgood faith determine; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNASDAQ Global Market, Inc. Automated Quotation ("NASDAQ"), National Market SystemNasdaq Global Select Market, the NASDAQ SmallCap Market or Capital Market, the New York Stock Exchange, the American Stock Exchange, LLC, (hereinafter referred to as “National Exchanges”) then the average of the closing or last sale priceprices, respectively, reported for the last business day ten trading days immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange one or on the NASDAQ more National Market SystemExchanges as set out above, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day ten trading days immediately preceding the Determination Date; (c) Except as expressly provided in clause (d) belowbelow or elsewhere in this Warrant, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decideddecided with such arbitration to be conducted in Chicago, Illinois; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc.LLC, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is does not publicly tradedsatisfy one or both of the criterion set forth in Section 1.2(a) or (b), then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNASDAQ Global Market, Inc. Automated Quotation ("NASDAQ"), National Market SystemNASDAQ Global Select Market, the NASDAQ SmallCap Market Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, NASDAQ Global Select Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) belowbelow and Section 3.1, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board or the “pink sheets”, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen by the mutual agreement of the Company and the Holder from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.. 2 ------------------------------------------------------------------------------------------------------

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc.LLC, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.clause

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.Purchase Warrant)

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, Nasdaq but is quoted on the NASDAQ SmallCap Market NASD Over The Counter Bulletin Board or the American Stock Exchange, Inc., but is traded in the over-the-counter marketPink Sheets, then the mean of the average of the closing bid and ask asked prices reported for the last ten (10) business day days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Option are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of ----------------- a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board or the "Pink Sheets", then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities Dealersthe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the overNational Association of Securities Dealers Over-the-counter marketCounter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agreeagree or, or in the absence of such an agreement, by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common ----------------- Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNASDAQ Global Market, Inc. Automated Quotation ("NASDAQ"), National Market SystemNASDAQ Global Select Market, the NASDAQ SmallCap Market Capital Market, the New York Stock Exchange or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, NASDAQ Global Select Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) belowbelow and Section 3.1, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Acceris Communications Confidential Materials October 14, 2004 Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass render judgment on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter’s articles, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter Articles of Dissolution in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charterArticles of Dissolution, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or quoted on the NASDAQ National Market SystemThe Nasdaq Stock Market, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Inc. but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value ------------------ Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock ExchangeExchange or another national exchange including on the Global or Capital Market of The Nasdaq Stock Market, LLCInc. ("Nasdaq"), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Exchange or another national exchange including Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board or is listed on the “pink sheets”, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter market, NASD OTC Bulletin Board or on the "pink sheets," then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersNasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Market SystemNasdaq Stock Market, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Inc. but is traded in the overOver-theThe-counter marketCounter Bulletin Board, then the average of the closing bid and ask prices price reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ or SmallCap Market or the American of The Nasdaq Stock ExchangeMarket, LLCInc.(“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agreeagree or, or in the absence of such an agreement, by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Small Cap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, or Pink Sheet, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board or the “pink sheets”, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Option are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of the Company's Common Stock as of a particular date (the a "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale bid price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders Holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, price reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or quoted on the NASDAQ National Market SystemThe Nasdaq Stock Market, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Inc. but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") for each share of Common Stock as of a Determination Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), ) National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, LLCMarket, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in on the over-the-counter marketmarket or on the "pink sheets" or, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation NASD OTC Bulletin Board ("NASDAQOTCBB"), National Market System, the NASDAQ SmallCap Market ) or the American Stock Exchange, LLCExchange Smallcap ("AMEX"), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market OTCBB or the American Stock Exchange, Inc., but is traded in the over-the-counter marketAMEX, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNational Association of Securities Dealers Over The Counter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders Holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants this Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall meanmean the greater of: (a) The closing sale price of a share of common stock on the Issue Date. (b) If the Company's ’s Common Stock is traded on an exchange the NYSE MKT or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCanother national exchange, then the closing or last sale price, respectively, reported for the last business day Business Day immediately preceding the Determination Date;. (bc) If the Company's ’s Common Stock is not traded on an the NYSE MKT or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in on the over-the-counter marketOver The Counter Bulletin Board operated by FINRA or the OTC Markets, then the mean of the average of the closing bid and ask asked prices reported for the last business day Business Day immediately preceding the Determination Date;. (cd) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Board of Directors of the Company agree, jointly agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (de) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then then, the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc.inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) belowSection 2.4(d), if the Company's ’s Common Stock is not publicly traded, then as determined by the independent members of the Company’s Board of Directors; provided that if the Holder and objects to the Company agreedetermination made by the independent members of the Company’s Board of Directors, or in the absence of such an agreement“Fair Market Value” shall be determined, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding upup of the Company, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter Company’s certificate of incorporation in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charterCompany’s certificate of incorporation, assuming for the purposes of this clause (dSection 2.4(d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants this Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market SystemGlobal Market, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLCInc., then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market SystemGlobal Market, the NASDAQ SmallCap Market Capital Market, Nasdaq Global Select Market, or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association Global Select, Global or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the average closing or last sale price, respectively, reported for the last 20 business day days immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD Over the Counter Bulletin Board or the Pink Sheets(R), then the average of the closing bid and ask asked prices reported for the last 20 business day days immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Capital Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”’”), National Market System, the NASDAQ SmallCap Market or Market, the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter marketmarket or Pink Sheets, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Small Cap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock Share as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is Shares are traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("“NASDAQ"”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's ’s Common Stock is Shares are not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is are traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is Shares are not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock Shares pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock Shares in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock Shares then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date; (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-the- counter market, then the average of the closing bid and ask prices reported for the last business day immediately preceding the Determination Date; (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" ----------------- of a share of Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQNasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean the Fair Market Value of a share of the Company's Common Stock. Fair Market Value of a share of Common Stock as of a Determination Date shall mean: (a) If the Company's Common Stock is traded on an exchange or is quoted on the National Association of Securities Dealersa nationial, Inc. Automated Quotation ("NASDAQ")regionial or other quotation method, National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLCincluding but not limited to OTC BB, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Common Stock is not traded on an exchange or on the NASDAQ National Market System, System or the NASDAQ SmallCap Market or the American Stock Exchange, Inc., but is traded in the over-the-counter market, then the average mean of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the “Fair Market Value Value” of a share of Common Stock as of a particular date (the "“Determination Date"”) shall mean: (a) If the Company's ’s Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or Capital Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQ"“Nasdaq”), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's ’s Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the overNational Association of Securities Dealers, Inc. Over-the-counter marketCounter Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's ’s Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's ’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.

Fair Market Value. For purposes hereof, the "Fair Market Value Value" of a share of Class A Common Stock as of a particular date (the "Determination Date") shall mean: (a) If the Company's Class A Common Stock is traded on an the American Stock Exchange or another national exchange or is quoted on the National Association or SmallCap Market of Securities DealersThe Nasdaq Stock Market, Inc. Automated Quotation ("NASDAQInc.("Nasdaq"), National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, LLC, then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date;. (b) If the Company's Class A Common Stock is not traded on an the American Stock Exchange or another national exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the American Stock Exchange, Inc., Nasdaq but is traded in on the over-the-counter marketNASD OTC Bulletin Board, then the mean of the average of the closing bid and ask asked prices reported for the last business day immediately preceding the Determination Date;. (c) Except as provided in clause (d) below, if the Company's Class A Common Stock is not publicly traded, then as the Holder and the Company agree, agree or in the absence of such an agreement, agreement by arbitration in accordance with the rules then standing in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided; or. (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Class A Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Class A Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Class A Common Stock then issuable upon exercise of all of the Warrants Warrant are outstanding at the Determination Date.