Common use of Fractional Interests Clause in Contracts

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 10, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 109, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is may, but will not be required to to, issue fractional shares of Common Stock Warrant Shares on the exercise of a this Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 10, Warrant Share would be issuable on the exercise of a this Warrant (or specified portion thereof), then the Company will may, in lieu thereof its sole discretion, issue such fraction of a Warrant Share or pay to the Holder (or its permitted designee) an amount in cash equal to the then Current Market Price (as defined below) per share of Common Stock computed as of the Business Day immediately preceding the date this Warrant is presented for exercise, multiplied by such fractionfraction (but in no event less than an amount equal to such fraction multiplied by the Exercise Price in effect at such time). For purposes of this AgreementArticle 5, the term "Current Market Price" means (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any a national securities exchange or admitted to unlisted trading privileges on such an exchange, or is listed on Nasdaq, the average Market Price as of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall a specified day will be the last reported sale price or, in case of Common Stock on such exchange or on the Nasdaq on such date or if no such reported sale takes place is made on such day, the average mean of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market prices for such day on such exchange or on the national securities exchange on which the Common Stock is then listedNasdaq, each as reported by The Wall Street Journal, or if no such publication exists, a reasonably acceptable alternative publication. For purposes of clause (ii) above, if trading in If the Common Stock is not reported by Nasdaqso listed or admitted to unlisted trading privileges, the bid price referred to in said clause shall “Market Price” as of a specified day will be the lowest mean of the last bid price as and asked prices reported on such date by the OTC Bulletin Board or in the "pink sheets" published by National Quotation BureauBureau Incorporated. If the Common Stock is primarily traded in another market, Incorporatedthe Market Price will be determined in a manner specified by the Board of Directors of the Company using quotations in such other market. If the Common Stock is not traded in any market, the Market Price will be determined in good faith by a resolution of the Board of Directors of the Company as of a date that is within 15 days of the date as of which the determination is to be made.

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 109, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.Stock

Fractional Interests. The Company is not required to issue fractional No fractions of shares or scrip representing fractions of Common Stock shares shall be is- sued upon conversion of Securities. If more than one Security shall be surren- dered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the exercise basis of a Warrantthe aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the provisions of this Section 1011.03, be issuable on the exercise conversion of a Warrant (any Security or specified portion thereof)Securities, the Company will shall make payment in lieu thereof pay an amount in cash equal to the then Current Market value of such fraction computed on the basis of the Last Sale Price multiplied by such fractionof one share of Common Stock on the most recent Trading Day prior to the Date of Conversion. For purposes of this Agreement"Last Sale Price" on any Trading Day shall mean (i) the closing price regular way (or, if no closing price is reported, the term "Current average of the bid and asked prices) as reported on the New York Stock Exchange Composite Tape, or (ii) if on such Trading Day the Common Stock is not listed or admitted to trading on such exchange, the closing price regular way (or, if no closing price is re- ported, the average of the bid and asked prices) on the principal national se- curities exchange on which the Common stock is listed or admitted to trading, or (iii) if not listed or admitted to trading on any national securities ex- change on such Trading Day, then the average of the closing bid and asked prices as reported through the National Association of Securities Dealers, Inc. on its Nasdaq National Market Price" means System or Nasdaq System or a similar organ- ization if Nasdaq is no longer reporting information, or (iiv) if the Common Stock is not listed for quotation or admitted to trading on any national securities exchange or quoted on the Nasdaq National Market System or the Nasdaq SmallCap Market or System on a national securities exchangesuch Trad- ing Day, then the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing bid and asked prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-the- counter market and is as furnished by any New York Stock Exchange member firm se- lected from time to time by the Company for that purpose or (v) if not listed for quotation quoted by any such organization on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchangesuch Trading Day, the average fair value of the per share closing bid prices of the such Common Stock on the 10 consecutive trading days immediately preceding the date in questionsuch Trading Day, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted determined by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes Board of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, IncorporatedDirectors.

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 10, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (i) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 30 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service, or (ii) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher. For purposes of clause (i) above, or (ii) if trading in the Common Stock is traded not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the over-the-counter market and is not listed for quotation on the Nasdaq "pink sheets" published by National Market or the Nasdaq SmallCap Market nor on any national securities exchangeQuotation Bureau, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting serviceIncorporated. The closing price referred to in clause (iii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is shall not be required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 1011, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will shall in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means shall mean (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on in the Nasdaq NASDAQ National Market or the Nasdaq SmallCap Market System nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 30 consecutive trading days immediately preceding the date in question, as reported by Nasdaq NASDAQ or an equivalent generally accepted reporting service, or (ii) if the Common Stock is traded in the NASDAQ National Market System or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock in the NASDAQ National Market System or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by NASDAQ, the bid price referred to in said clause shall be the lowest bid price as reported in the "pink sheets" published by National Quotation Bureau, Incorporated. The closing price referred to in clause (iii) above shall be the last reported sale price or, in the case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by in the Nasdaq NASDAQ National Market or the Nasdaq SmallCap Market System or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 109, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, 9 the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 10, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 30 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service, or (ii) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock 8 exchange on which it is listed, as the case may be, whichever is the higher. For purposes of clause (i) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated. The closing price referred to in clause (iii) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is shall not be required to issue fractional shares of interests in the Common Stock Shares on the exercise of a Warrant. If any fraction of a share of Common Stock Share would, except for the provisions of this Section 10, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will shall in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means shall mean (i) if the Common Stock is listed for quotation Shares are traded in the over-the-counter market and not in the NASDAQ National Market System nor on any national securities exchange, the average of the per share closing bid prices of the Common Shares on the Nasdaq 30 consecutive trading days immediately preceding the date in question, as reported by NASDAQ or an equivalent generally accepted reporting service, or (ii) if the Common Shares are traded in the NASDAQ National Market or the Nasdaq SmallCap Market System or on a national securities exchange, the average for the 10 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by Shares in the Nasdaq NASDAQ National Market or the Nasdaq SmallCap Market System or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, whichever is the higher, or (ii) if trading in the Common Stock is traded Shares are not reported by NASDAQ, the bid price referred to in said clause shall be the lowest bid price as reported in the over-the-counter market and is not listed for quotation on the Nasdaq "pink sheets" published by National Market or the Nasdaq SmallCap Market nor on any national securities exchangeQuotation Bureau, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting serviceIncorporated. The closing price referred to in clause (iii) above shall be the last reported sale price or, in the case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by in the Nasdaq NASDAQ National Market or the Nasdaq SmallCap Market System or on the national securities exchange on which the Common Stock is Shares are then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 109, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, 34 the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is not required to issue No fractional shares or scrip representing fractional shares shall be issued upon the exercise of each Warrant, but the Company shall pay the Holder an amount equal to the fair market value of such fractional share of Common Stock on the in lieu of each fraction of a share otherwise called for upon any exercise of a such Warrant. If any fraction For purposes of each Warrant, the fair market value of a share of Common Stock would, except for the provisions of this Section 10, shall be issuable on the exercise of a Warrant determined as follows: (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (ia) if If the Common Stock is listed on a National Securities Exchange or admitted to unlisted trading privileges on such exchange or listed for quotation trading on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchangesystem, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter current market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above value shall be the last reported sale price of the Common Stock on such exchange or system on the last business day prior to the date of exercise of such Warrant or, in case if no such reported sale takes place is made on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market prices for such day on such exchange or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause system; or (iib) above, if trading in the Common Stock is not reported by Nasdaqso listed or admitted, the bid price referred to in said clause current market value shall be the lowest last reported sale price of the Common Stock on the Alternate Investment Market of the London Stock Exchange on the last trading day prior to the date of exercise of such warrant or, if no such sale is made on such day, the average of the closing bid price and asked prices for such day on such exchange; or (c) If the Common Stock is not so listed or admitted, the current market value shall be the average of the closing bid and asked prices as reported on quoted by the OTC Bulletin Board Board; or (d) If the Common Stock is not so listed or in admitted to unlisted trading privileges, the "pink sheets" published current market value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, IncorporatedInc. on the last business day prior to the date of the exercise of such Warrant; or (e) If the Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the exercise of such Warrant, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company.

Fractional Interests. The Company is not required to issue fractional No fractions of shares or scrip representing fractions of shares of Common Stock shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the exercise basis of a Warrantthe aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the provisions of this Section 1014.3, be issuable on the exercise conversion of a Warrant (any Security or specified portion thereof)Securities, the Company will shall make payment in lieu thereof pay an amount in cash equal to the then Current Market value of such fraction computed on the basis of the Last Sale Price multiplied by such fractionof one share of Common Stock on the most recent Trading Day prior to the Date of Conversion. For purposes of this Agreement, the term "Current Market Last Sale Price" means on any Trading Day shall mean (i) the closing price regular way (or, if no closing price is reported the Common Stock is listed for quotation average of the bid and asked prices) as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common New York Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higherExchange Composite Tape, or (ii) if on such Trading Day the Common Stock is traded in the over-the-counter market and is not listed for quotation or admitted to trading on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities such exchange, the closing price regular way (or, if no closing price is reported the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or ) on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if not listed or admitted to trading on any national securities exchange on such Trading Day, then listed. For purposes the average of clause the closing bid and asked prices as reported through the National Association of Securities Dealers, Inc. on its NASDAQ National Market System or NASDAQ System or a similar organization if NASDAQ is no longer reporting information, or (iiiv) above, if trading in the Common Stock is not reported listed or admitted to trading on any national securities exchange or quoted on such National Market System or NASDAQ System on such Trading Day, then the average of the closing bid and asked prices in the over-the-counter market as furnished by Nasdaqany New York Stock Exchange member firm selected from time to time by the Company for that purpose or (v) if not quoted by any such organization on such Trading Day, the bid price referred to in said clause fair value of such Common Stock on such Trading Day, as determined by the Board of Directors. The term "Trading Day" shall be the lowest bid price as reported mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not traded on the OTC Bulletin Board applicable above mentioned exchanges or in the "pink sheets" published by National Quotation Bureau, Incorporatedsuch markets.

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 102.6, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price (as defined in this Section hereof) multiplied by such fraction. For purposes of this AgreementWarrant, the term "Current Market Price" means (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is shall not be required to issue fractional shares of Common Stock on the exercise of a New Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 10, be issuable on the exercise of a New Warrant (or specified portion thereof), the Company will shall in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means shall mean (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on in the Nasdaq NASDAQ National Market or the Nasdaq SmallCap Market System nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 30 consecutive trading days immediately preceding the date in question, as reported by Nasdaq NASDAQ or an equivalent generally accepted reporting service, or (ii) the Common Stock is traded in the NASDAQ National Market System or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock in the NASDAQ National Market System or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by NASDAQ, the bid price referred to in said clause shall be the lower bid price as reported in the "pink sheets" published by National Quotation Bureau, Incorporated. The closing price referred to in clause (iii) above shall be the last reported sale price or, in the case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by in the Nasdaq NASDAQ National Market or the Nasdaq SmallCap Market System or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.

Fractional Interests. The Company is shall not be required to issue fractional shares of Common Stock Shares on the exercise of a this Warrant. If more than one of the Warrants shall be presented for exercise in full at the same time by the same Holder, the number of full Shares which shall be issuable upon the exercise thereof shall be computed on the basis of the aggregate number of Shares represented by this Warrant and the other Warrants so presented. If any fraction of a share of Common Stock Share would, except for the provisions of this Section 108, be issuable on the exercise of a this Warrant (or specified portion thereof), the Company will in lieu thereof shall pay an amount in cash equal to the then Current Market Price per Share (as defined below) multiplied by such fraction. For the purposes of this AgreementWarrant, the term "Current Market Price" means Price per share of Common Stock of the Company at any date shall be deemed to be (i) if the shares of Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is are traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchangeexchange and not in the NASDAQ National Market System, the average of the mean between the bid and asked price per share closing bid prices of share, as reported by The National Quotation Bureau, Incorporated, or an equivalent generally accepted reporting service, for the Common Stock on the 10 twenty (20) consecutive trading days immediately preceding the date for which the determination of Current Market Price is to be made, or, (ii) if the shares of Common Stock are traded on a national securities exchange or in questionthe NASDAQ National Market System, the average daily per share closing price on the principal national securities exchange on which they are so listed or in the NASDAQ National Market System, as reported by Nasdaq or an equivalent generally accepted reporting servicethe case may be, for the twenty (20) consecutive trading days immediately preceding the date for which the determination of Current Market Price is to be made. The closing price referred to in clause (iii) above shall be the last reported sale sales price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal national securities exchange on which the shares of Common Stock is are then listed. For purposes of clause (ii) above, if trading listed or in the Common Stock is NASDAQ National Market System. If the Current Market Price cannot reported by Nasdaqbe determined in accordance with the foregoing, the bid price referred to in said clause it shall be the lowest bid price fair market value per share of Common Stock as reported on determined in good faith by the OTC Bulletin Company's Board or in the "pink sheets" published by National Quotation Bureau, Incorporatedof Directors.

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 10, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price for the business day immediately preceding the date of issuance multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices price of the Common Stock on the date of determination as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices price of the Common Stock on the 10 consecutive trading days immediately preceding the date in questionof determination, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated. If the Current Market Price cannot be calculated in accordance with any of the procedures described above, the Current Market Price shall be the fair market value of the Common Stock on the applicable date of determination as reasonably determined by an investment banking firm selected by the holder and reasonably acceptable to the Company, with the costs of such appraisal to be born by Company.

Fractional Interests. The Company is not required to issue fractional No fractions of shares or scrip representing fractions of Common Stock shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the exercise basis of a Warrantthe aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the provisions of this Section 1013.3, be issuable on the exercise conversion of a Warrant (any Security or specified portion thereof)Securities, the Company will Issuer shall make payment in lieu thereof pay an amount in cash equal to the then Current Market value of such fraction computed on the basis of the Last Sale Price multiplied by such fractionof one share of Common Stock on the most recent Trading Day prior to the Date of Conversion. For purposes of this Agreement, the term "Current Market Last Sale Price" means on any Trading Day shall mean (i) the closing price regular way (or, if no closing price is reported the Common Stock is listed for quotation average of the bid and asked prices) as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common New York Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higherExchange Composite Tape, or (ii) if on such Trading Day the Common Stock is traded in the over-the-counter market and is not listed for quotation or admitted to trading on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities such exchange, the closing price regular way (or, if no closing price is reported the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or ) on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if not listed or admitted to trading on any national securities exchange on such Trading Day, then listed. For purposes the average of clause the closing bid and asked prices as reported through the National Association of Securities Dealers, Inc. on its NASDAQ National Market System or NASDAQ System or a similar organization if NASDAQ is no longer reporting information, or (iiiv) above, if trading in the Common Stock is not reported by Nasdaqlisted or admitted to trading on any national securities exchange or quoted on such National Market System or NASDAQ System on such Trading Day, then the average of the closing bid price referred to and asked prices in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.the

Fractional Interests. The Company is not required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 10, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means (i) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 30 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service, or (ii) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (iii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.the

Fractional Interests. The Company is not required to issue fractional No fractions of shares or scrip representing fractions of Common Stock shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the exercise basis of a Warrantthe aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the provisions of this Section 1013.3, be issuable on the exercise conversion of a Warrant (any Security or specified portion thereof)Securities, the Company will Issuer shall make payment in lieu thereof pay an amount in cash equal to the then Current Market value of such fraction computed on the basis of the Last Sale Price multiplied by such fractionof one share of Common Stock on the most recent Trading Day prior to the Date of Conversion. For purposes of this Agreement, the term "Current Market Last Sale Price" means on any Trading Day shall mean (i) the closing price regular way (or, if no closing price is reported the Common Stock is listed for quotation average of the bid and asked prices) as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common New York Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higherExchange Composite Tape, or (ii) if on such Trading Day the Common Stock is traded in the over-the-counter market and is not listed for quotation or admitted to trading on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities such exchange, the closing price regular way (or, if no closing price is reported the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or ) on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if not listed or admitted to trading on any national securities exchange on such Trading Day, then listed. For purposes the average of clause the closing bid and asked prices as reported through the National Association of Securities Dealers, Inc. on its NASDAQ National Market System or NASDAQ System or a similar organization if NASDAQ is no longer reporting information, or (iiiv) above, if trading in the Common Stock is not reported listed or admitted to trading on any national securities exchange or quoted on such National Market System or NASDAQ System on such Trading Day, then the average of the closing bid and asked prices in the over-the-counter market as furnished by Nasdaqany New York Stock Exchange member firm selected from time to time by the Issuer for that purpose or (v) if not quoted by any such organization on such Trading Day, the bid price referred to in said clause fair value of such Common Stock on such Trading Day, as determined by the Board of Directors. The term "Trading Day" shall be mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not traded on any of the lowest bid price as reported on the OTC Bulletin Board above mentioned exchanges or in the "pink sheets" published by National Quotation Bureau, Incorporatedsuch markets.

Fractional Interests. The Company is not required to issue fractional No fractions of shares or script representing fractions of Common Stock shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the exercise basis of a Warrantthe aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the provisions of this Section 1013.03, be issuable on the exercise conversion of a Warrant (any Security or specified portion thereof)Securities, the Company will TLGI shall make payment in lieu thereof pay an amount in cash equal to the then Current Market value of such fraction computed on the basis of the Last Sale Price multiplied by such fractionof one share of Common Stock on the most recent Trading Day prior to the Date of Conversion. For purposes of this Agreement, the term "Current Market PriceLAST SALE PRICE" means on any Trading Day shall mean (i) the closing price regular way (or, if no closing price is reported the Common Stock is listed for quotation average of the bid and asked prices) as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common New York Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higherExchange Composite Tape, or (ii) if on such Trading Day the Common Stock is traded in the over-the-counter market and is not listed for quotation or admitted to trading on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities such exchange, the closing price regular way (or, if no closing price is reported the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or ) on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if not listed or admitted to trading on any national securities exchange on such Trading Day, then listed. For purposes the average of clause the closing bid and asked prices as reported through the National Association of Securities Dealers, Inc. on its NASDAQ National Market System or NASDAQ System or a similar organization if NASDAQ is no longer reporting information, or (iiiv) above, if trading in the Common Stock is not reported listed or admitted to trading on any national securities exchange or quoted on such National Market System or NASDAQ System on such Trading Day, then the average of the closing bid and asked prices in the over-the-counter market as furnished by Nasdaqany New York Stock Exchange member firm selected from time to time by TLGI for that purpose or (v) if not quoted by any such organization on such Trading Day, the bid price referred to in said clause fair value of such Common Stock on such Trading Day, as determined by the Board of Directors. The term "TRADING DAY" shall be mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not traded on any of the lowest bid price as reported on the OTC Bulletin Board above-mentioned exchanges or in the "pink sheets" published by National Quotation Bureau, Incorporatedsuch markets.

Fractional Interests. A. The Company is shall not be required to issue fractional any Warrant Certificate evidencing a fraction of a Warrant or to issue fractions of shares of Common Stock on the exercise of a Warrantthe Warrants. If any fraction (calculated to the nearest one-hundredth) of a share of Common Stock would, except for the provisions of this Section 108, be issuable on the exercise of a Warrant (or specified portion thereof)any Warrant, the Company will in lieu thereof pay shall, at its option, either (I) purchase such fraction for an amount in cash equal to the then Current Market Price multiplied by current value of such fractionfraction computed on the basis of the current market price (as defined in Section 8(B) hereof) of a share of Common Stock on the Trading Day immediately preceding the day upon which such Warrant Certificate was surrendered for exercise in accordance with Section 7 hereof or (ii) issue scrip of the Company in lieu thereof. If the Company elects to issue scrip, the terms of such scrip shall be set forth in a supplement to this Warrant Agreement entered into between the Company and the Warrant Agent. By accepting a Warrant Certificate, the holder thereof expressly waives any right to receive a Warrant Certificate evidencing any fraction of a Warrant or to receive any fractional share of Common Stock upon exercise of a Warrant. B. For purposes the purpose of any computation under Section 8(A) hereof and as used elsewhere in this Agreement, the term "Current current market price" per share of Common Stock at any date shall be deemed to be the average of the "last reported sales prices" for the 20 consecutive Trading Days commencing 25 Trading Days before the day in question. As used herein, the "last reported sales price" for each day shall be (I) the last reported sales price of Common Stock on the National Market Price" means System of the National Association of Securities Dealers, Inc., Automated Quotation System, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, or (ii) if not quoted as described in clause (i), the mean between the high bid and low asked quotations for Common Stock as reported by the National Quotation Bureau Incorporated if at least two securities dealers have inserted both bid and asked quotations for such class of stock on at least five of the ten preceding Trading Days, or (iii) if the Common Stock is listed or admitted for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of last reported sale price, or the per share closing bid prices price if no sale occurred, of such class of stock on the principal securities exchange on which such class of stock is listed. If the Common Stock is quoted on a national securities or central market system, in lieu of a market or quotation system described above, the last reported sales price shall be determined in the manner set forth in clause (ii) of the preceding sentence if bid and asked quotations are reported but actual transactions are not or in the manner set forth in clause (iii) of the preceding sentence if actual transactions are reported. If none of the conditions set forth above is met, the last reported sales price of Common Stock on any day or the average of such last reported sale prices for any period shall be the fair market value of such class of stock as determined by a member firm of the New York Stock Exchange, Inc. selected by the Company. As used herein, the term "Trading Day" with respect to Common Stock means (i) if such class of stock is quoted on the 10 consecutive National Market System of the National Association of Securities Dealers, Inc., Automated Quotation System or any similar system of automated dissemination of quotations of securities prices, any day on which trades may be made on such system, (ii) if such class of stock is listed or admitted for trading days immediately preceding on any national securities exchange, any day on which the date in question, principal national securities exchange on which such class of stock is listed or admitted for trading is open for business or (iii) if not quoted or listed as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to described in clause (i) above shall be the last reported sale price oror (ii), in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange any day on which the Common New York Stock Exchange is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporatedopen for business.

Fractional Interests. The Company is not required to issue fractional No fractions of shares or script representing fractions of Common Stock shares shall be issued upon conversion of Securities. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the exercise basis of a Warrantthe aggregate principal amount of the Securities so surrendered. If any fraction of a share of Common Stock would, except for the provisions of this Section 1013.03, be issuable on the exercise conversion of a Warrant (any Security or specified portion thereof)Securities, the Company will TLGI shall make payment in lieu thereof pay an amount in cash equal to the then Current Market value of such fraction computed on the basis of the Last Sale Price multiplied by such fractionof one share of Common Stock on the most recent Trading Day prior to the Date of Conversion. For purposes of this Agreement, the term "Current Market Last Sale Price" means on any Trading Day shall mean (i) the closing price regular way (or, if no closing price is reported the Common Stock is listed for quotation average of the bid and asked prices) as reported on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common New York Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higherExchange Composite Tape, or (ii) if on such Trading Day the Common Stock is traded in the over-the-counter market and is not listed for quotation or admitted to trading on the Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities such exchange, the closing price regular way (or, if no closing price is reported the average of the per share closing bid prices of the Common Stock on the 10 consecutive trading days immediately preceding the date in question, as reported by Nasdaq or an equivalent generally accepted reporting service. The closing price referred to in clause (i) above shall be the last reported sale price or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or ) on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if not listed or admitted to trading on any national securities exchange on such Trading Day, then listed. For purposes the average of clause the closing bid and asked prices as reported through the National Association of Securities Dealers, Inc. on its NASDAQ National Market System or NASDAQ System or a similar organization if NASDAQ is no longer reporting information, or (iiiv) above, if trading in the Common Stock is not reported listed or admitted to trading on any national securities exchange or quoted on such National Market System or NASDAQ System on such Trading Day, then the average of the closing bid and asked prices in the over-the- counter market as furnished by Nasdaqany New York Stock Exchange member firm selected from time to time by TLGI for that purpose or (v) if not quoted by any such organization on such Trading Day, the bid price referred to in said clause fair value of such Common Stock on such Trading Day, as determined by the Board of Directors. The term "Trading Day" shall be mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on which securities are not traded on any of the lowest bid price as reported on the OTC Bulletin Board above-mentioned exchanges or in the "pink sheets" published by National Quotation Bureau, Incorporatedsuch markets.

Fractional Interests. The Company is shall not be required to issue fractional shares of Common Stock on the exercise of a Warrant. If any fraction of a share of Common Stock would, except for the provisions of this Section 10l0, be issuable on the exercise of a Warrant (or specified portion thereof), the Company will shall in lieu thereof pay an amount in cash equal to the then Current Market Price multiplied by such fraction. For purposes of this Agreement, the term "Current Market Price" means shall mean (i) if the Common Stock is listed for quotation on the Nasdaq National Market or the Nasdaq SmallCap Market or on a national securities exchange, the average for the 10 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock as quoted by the Nasdaq National Market or the Nasdaq SmallCap Market or on the principal stock exchange on which it is listed, as the case may be, whichever is the higher, or (ii) if the Common Stock is traded in the over-the-counter market and is not listed for quotation on the in The Nasdaq National Market or the Nasdaq SmallCap Market nor on any national securities exchange, the average of the per share closing bid prices of the Common Stock on the 10 30 consecutive trading days immediately preceding the date in question, as reported by The Nasdaq Small Cap Market (or an equivalent generally accepted reporting serviceservice if quotations are not reported on The Nasdaq Small Cap Market), or (ii) if the Common Stock is traded in The Nasdaq National Market or on a national securities exchange, the average for the 30 consecutive trading days immediately preceding the date in question of the daily per share closing prices of the Common Stock in The Nasdaq National Market or on the principal stock exchange on which it is listed, as the case may be. For purposes of clause (i) above, if trading in the Common Stock is not reported by The Nasdaq Small Cap Market, the bid price referred to in said clause shall be the lowest bid price as reported in the Nasdaq Electronic Bulletin Board or, if not reported thereon, as reported in the "pink sheets" published by National Quotation Bureau, Incorporated, and, if such Common Stock is not so reported, shall be the price of a share of Common Stock determined by the Company's Board of Directors in good faith. The closing price referred to in clause (iii) above shall be the last reported sale price or, in the case no such reported sale takes place on such day, the average of the reported closing bid and asked prices, in either case as quoted by the in The Nasdaq National Market or the Nasdaq SmallCap Market or on the national securities exchange on which the Common Stock is then listed. For purposes of clause (ii) above, if trading in the Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the lowest bid price as reported on the OTC Bulletin Board or in the "pink sheets" published by National Quotation Bureau, Incorporated.