Common use of Other Provisions applicable to Adjustments under this Section Clause in Contracts

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The Such determination of the fair value of such consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received made by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rightsan Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensationdividends). To the extent that such issuance shall be for a consideration other than cash, discounts or expenses paid or incurred then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Issuer for and in Board of Directors of the underwriting of, or otherwise in connection with, the issuance thereof)Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard and acceptable to the Holder, of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i4(h)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer thereforCompany, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or or, otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants, options or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants, options or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants warrants, options or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation Person (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporationPerson), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation Person as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation Person or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporationPerson, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporationPerson, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation Person computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporationPerson. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i4(e)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the Fair Market Value of such consideration at the time of such issuance. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board, Fair Market Value of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction dividend so paid or satisfied. If Additional Shares of all such stock or Common Stock are sold as a unit with other securities or other property rights of value, the aggregate consideration received for such Additional Shares of Common Stock shall be deemed to be net of the Fair Market Value of such other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets rights of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardvalue.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer thereforCompany, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants, options or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants, options or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants warrants, options or other rights to subscribe for or purchase of such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction dividend so paid or satisfied. Whenever the Board of all such stock or securities or other property Directors of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable Company shall be as determined required to make a determination in good faith of the fair value of any consideration, such determination shall, if requested by the Board. In Holder, be supported by an opinion of an investment banking firm selected by the event Common Stock Company and reasonably acceptable to such Holder (or, if more than one Warrant is issued with other shares or securities or other assets outstanding, by holders of a majority of the Issuer for consideration which covers both, Warrant Stock issuable upon exercise of the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the BoardWarrants).

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Common Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Common Shares or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Common Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Common Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Common Shares or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Common Shares or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares of Additional Common Stock Shares, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Common Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Common Shares of Common Stock issuable pursuant to the terms term of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation Additional Common Shares or merger of the Issuer Convertible Securities in which the Issuer is not the surviving corporation payment or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Shares, the Issuer Company shall be deemed to have issued a number of shares of its received for such Additional Common Stock for stock Shares or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is Class A Warrants are exercisable and the Current Class A Warrant Price then in effect provided for in this Section 45: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price. To the extent that such issuance shall be for a consideration other than cash, orthen, if except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (Convertible Securities shall be issued in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is Class B Warrants are exercisable and the Current Class B Warrant Price then in effect provided for in this Section 45: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price. To the extent that such issuance shall be for a consideration other than cash, orthen, if except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (Convertible Securities shall be issued in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the 14 18 underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any 16 warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensationdividends). To the extent that such issuance shall be for a consideration other than cash, discounts or expenses paid or incurred then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Issuer for and in Board of Directors of the underwriting of, or otherwise in connection with, the issuance thereof)Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this a Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as mutually determined in good faith by the Required Holders and the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as mutually determined reasonably and in good faith by the BoardRequired Holders and the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the Required Holders and such Board may in good faith shall mutually determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration consideration, if any, received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such 18 15 Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. Such determination of the fair value of such consideration shall be made by an Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i4(g)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 45: (i) Computation of Consideration. To the extent that any Additional Common Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Common Shares or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Common Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Common Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting (x) any amounts paid or receivable for accrued interest or accrued dividends and without taking into account (y) any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as reasonably determined in good faith by the Board. In case any Additional Common Shares or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Common Shares or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as reasonably determined reasonably and in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall reasonably determine to be attributable to such shares of Additional Common Stock Shares, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Common Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the lowest amount of additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Common Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration consideration, if any, received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the lowest amount of additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation Additional Common Shares or merger of the Issuer Convertible Securities in which the Issuer is not the surviving corporation payment or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Shares, the Issuer Company shall be deemed to have issued a number of shares of its received for such Additional Common Stock for stock Shares or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration -12- 165 received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The the following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock Shares for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Common Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Common Shares or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Bank therefor shall be the amount of the cash received by the Issuer Bank therefor, or, if such Additional Common Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Bank for subscription, the subscription price, or, if such Additional Common Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Bank for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Bank. In case any Additional Common Shares or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Common Shares or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Bank issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Bank, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares of Additional Common Stock Shares, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Common Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.Bank for

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the Fair Market Value of such consideration at the time of such issuance. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board, Fair Market Value of such portion of the assets and business of the nonsurviving corporation as the such Board may of Directors in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.the

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i4(i)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this a Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as mutually determined in good faith by the Required Holders and the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as mutually determined reasonably and in good faith by the BoardRequired Holders and the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the 11 11 Required Holders and such Board may in good faith shall mutually determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration consideration, if any, received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer thereforCompany, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants, options or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants, options or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants warrants, options or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction dividend so paid or satisfied. Whenever the Board of all such stock or securities or other property Directors of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable Company shall be as determined required to make a determination in good faith of the fair value of any consideration, such determination shall, if requested by the Board. In Holder, be supported by an opinion of an investment banking firm selected by the event Common Stock Company and reasonably acceptable to such Holder (or, if more than one Warrant is issued with other shares or securities or other assets outstanding, by holders of a majority of the Issuer for consideration which covers both, Warrant Stock issuable upon exercise of the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the BoardWarrants).

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensationdividends). To the extent that such issuance shall be for a consideration other than cash, discounts or expenses paid or incurred then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Issuer for and in Board of Directors of the underwriting of, or otherwise in connection with, the issuance thereof)Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The 16 consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants 11 192 or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the Fair Market Value of such consideration at the time of such issuance. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board, Fair Market Value of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction dividend so paid or satisfied. If Additional Shares of all such stock or Common Stock are sold as a unit with other securities or other property rights of value, the aggregate consideration received for such Additional Shares of Common Stock shall be deemed to be net of the Fair Market Value of such other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets rights of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardvalue.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which issuable upon exercise of this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4Warrant: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants The sale or other rights therefor) shall be disposition of any issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock owned or held by or for the account of the Issuer shall be changed deemed to or exchanged be an issuance thereof for purposes of this Section. (ii) In computing adjustments under this Section, fractional interests in Common Stock shall be taken into account to the nearest one-thousandth of a share. (iii) If the Issuer shall take a record of the holders of its Common Stock for the stock purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the payment of such dividend or distribution or the granting of such subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled. (iv) Aggregate consideration for purposes of Sections 4(c) and 4(d) shall be determined as follows: In case any Common Stock, Options, or Convertible Securities shall be issued or sold, or be exercisable, convertible or exchangeable for cash, the consideration received therefor shall be deemed to be the amount payable to the Issuer therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts or, in the case of a private placement thereof, finders' fees or commissions paid or allowed by the Issuer in connection therewith. In case any such Common Stock, Options, or Convertible Securities shall be issued or sold, or be exercisable, convertible or exchangeable for a consideration other securities than cash payable to the Issuer, the consideration received therefor shall be deemed to be the fair market value of such consideration (as determined in accordance with the Appraisal Procedure), after deduction therefrom of any expenses incurred or any underwriting commissions or concessions or discounts paid or allowed by the Issuer in connection therewith. In case any such Common Stock, or Options, Convertible Securities shall be issued or sold, or be exercisable, convertible or exchangeable in connection with any merger of another corporation)corporation into the Issuer, the amount of consideration therefore therefor shall be, be deemed to be the fair value, market value (as determined reasonably and in good faith by accordance with the Board, Appraisal Procedure) of such portion of the assets and business of the nonsurviving such merged corporation as the Board may shall reasonably determine (such determination to be reasonably acceptable to the Majority Holders) in good faith to be attributable to such shares of Common Stock options, rights or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsecurities.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this a Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Cormnon Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as mutually determined in good faith by the Required Holders and the Board of Directors of the Company. In case any Additional Shares of Conunon Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company or, if Required Holders object to such determination within 15 days of notice thereof, as determined in an Appraisal Procedure, of such portion of the assets and business of the nonsurviving corporation as the Required Holders and such Board may in good faith shall mutually determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration consideration, if any, received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents Equivalent (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Equivalent shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i4(i)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The ------------------------------------------------------------- following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4:Article IV; ---------- (ia) Computation of Consideration. To the extent that any Additional ---------------------------- Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which To the Issuer is the surviving corporation (extent that such issuance shall be for a consideration other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)cash, then, except as herein otherwise expressly provided, the amount of such consideration therefore shall be, be deemed to be fair value of such consideration at the fair value, time of such issuance as determined reasonably and in good faith by the Board, Board of such portion Directors of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rightsCompany. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration consideration, if any, received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of exercise, conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a Convertible Securities consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore received by the Issuer in respect of its issuance of any Additional Shares of Common Stock or Common Stock Equivalents in such merger or consolidation shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board, Fair Market Value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares Additional Shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cashcash or securities acquired in exchange therefor, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by equal to the BoardFair Market Value of such property or such securities. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i4(g)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: : (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) fights to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of Company, of such portion of the assets and business of the nonsurviving non-surviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother fights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights fights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rightsfights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer thereforCompany, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or -12- any Convertible Securities or any warrants, options or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants, options or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants warrants, options or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensationdividends). To the extent that such issuance shall be for a consideration other than cash, discounts or expenses paid or incurred then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Issuer for and in Board of Directors of the underwriting of, or otherwise in connection with, the issuance thereof)Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, 17 be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company or, if so requested by at least fifty percent (50%) of the Holders, by a nationally recognized independent financial expert selected by the Holders provided, however, that issuance in consideration for employees remaining in service with the Company shall be deemed issuance for no consideration. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company or, if so requested by at least fifty percent (50%) of the Holders, by a nationally recognized independent financial expert selected by the Holders provided, however, that issuance in consideration for employees remaining in service with the Company shall be deemed issuance for no consideration, of such portion of the assets and business of the nonsurviving corporation as the Board may or such financial expert in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration consideration, if any, received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange contained in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (i) : Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance or, if such consideration is capital stock, the Fair Market Value thereof at the time of issuance. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair valuevalue (or, as determined reasonably and in good faith by the Boardcase of capital stock, Fair Market Value) of such portion of the assets and business of the nonsurviving corporation as the Board may of Directors of the Company in good faith, and, if required by the Majority Holders, supported by an opinion of an investment banking firm acceptable to the Majority Holders (which approval shall not be unreasonably withheld), shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration consideration, if any, payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration consideration, if any, received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the Current Warrant Price and the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting (x) any amounts paid or receivable for accrued interest or accrued dividends and without taking into account (y) any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company (the "BOARD OF DIRECTORS"). In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the lowest amount of additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the lowest amount of additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number such Additional Shares of shares of its Common Stock or Convertible Securities for stock or securities or other property no consideration. Whenever the Board of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable Directors shall be as determined required to make a determination in good faith of the fair value of any consideration, such determination shall, if requested by the Board. In Majority Holders, be supported by an opinion of an investment banking firm of recognized national standing selected by the event Common Stock is issued Company and reasonably acceptable to such Holders, with other shares or securities or other assets all costs thereof borne by the Company; PROVIDED, that if the determination of such fair value by the Issuer for consideration which covers bothinvestment banking firm does not exceed the Board of Directors' determination of fair value by more than 10%, then the consideration computed as provided in this Section 4(f)(i) costs of such investment banking firm shall be allocated among such securities and assets as determined in good faith borne by the BoardMajority Holders.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this a Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities 12 11 shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account dividends, but not subtracting any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as mutually determined in good faith by the Required Holders and the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as mutually determined reasonably and in good faith by the BoardRequired Holders and the Board of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the Required Holders and such Board may in good faith shall mutually determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration consideration, if any, received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. , In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i4(g)(1) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of in the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Exercise Price then in effect hereinbefore provided for in this Section 4: (i) 3: Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer therefor Company therefore shall be deemed to be the amount of the cash received by the Issuer thereforCompany therefore, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities or warrants, options or other rights are offered by the Issuer Company for subscription, the subscription price, or, if . To the extent that such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers issuance shall be for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (consideration other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)cash, then, except as herein otherwise expressly provided, the amount of such consideration therefore shall be, be deemed to be the fair value, value of such consideration at the time of such issuance as determined reasonably and in good faith by the Board, Board of such portion Directors of the assets and business of the nonsurviving corporation as the Board may determine Company, subject to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may beSection 3.10(b). The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights plus the additional consideration consideration, if any, payable to the Issuer Company upon the exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants any warrants, options or other rights to subscribe for or purchase such Common Stock Equivalents, Convertible Securities plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalents, Convertible Securities plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividend upon any class of all or substantially all of the assets of the Issuer for stock or equity securities other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering offering, without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued accrue dividends and without taking into account any compensation, discounts or expenses paid expensed or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the Fair Market Value of such consideration at the time of such issuance. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board, Fair Market Value of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction dividend so paid or satisfied. If Additional Shares of all such stock or Common Stock are sold as a unit with other securities or other property rights of value, the aggregate consideration received for such Additional Shares of Common Stock shall be deemed to be net of the Fair Market Value of such other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets rights of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardvalue.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants warrants, options or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer thereforCompany, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants, options or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants, options or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants warrants, options or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants warrants, options or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants warrants, options or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants warrants, options or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in of such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription offering price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the Fair Market Value of such consideration at the time of such issuance. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board, Fair Market Value of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Board.case

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of Company. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of Company, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock Sock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Warrant Price then in effect provided for in this Section 4: (i) Computation of Consideration. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (or any warrants or other rights therefor) shall be issued for cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer for and in the underwriting of, or otherwise in connection with, the issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (other than any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation), the amount of consideration therefore shall be, deemed to be the fair value, as determined reasonably and in good faith by the Board, value of such portion of the assets and business of the nonsurviving corporation as the Board may determine to be attributable to such shares of Common Stock or Common Stock Equivalents, as the case may be. The Such determination of the fair value of such consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received made by the Issuer for issuing such warrants or other rights plus the additional consideration payable to the Issuer upon exercise of such warrants or other rightsan Independent Appraiser. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents shall be the consideration received by the Issuer for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalents, plus the consideration paid or payable to the Issuer in respect of the subscription for or purchase of such Common Stock Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange in such Common Stock Equivalents. In the event of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event of any sale of all or substantially all of the assets of the Issuer for stock or other securities of any corporation, the Issuer shall be deemed to have issued a number of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for a consideration equal to the fair market value on the date of such transaction of all such stock or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i4(h)(i) shall be allocated among such securities and assets as determined in good faith by the Board.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of the number of shares of Common Stock for which this Warrant is exercisable and the Current Warrant Price then in effect provided for in this Section 4: (ia) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Company therefor shall be the amount of the cash received by the Issuer Company therefor, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, or, if such Additional Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the Fair Market Value of such consideration at the time of such issuance. In case any Additional Shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares of Common Stock or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Company issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the Board, Fair Market Value of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares Additional Shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Company for issuing such warrants or other rights plus the additional consideration payable to the Issuer Company upon exercise of such warrants or other rights. The consideration for any Additional Shares of Common Stock issuable pursuant to the terms of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation or merger of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares Additional Shares of Common Stock of the Issuer shall be changed into or exchanged for the stock Convertible Securities in payment or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Stock, the Issuer Company shall be deemed to have issued a number received for such Additional Shares of shares of its Common Stock for stock or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction dividend so paid or satisfied. If Additional Shares of all such stock or Common Stock are sold as a unit with other securities or other property rights of value, the aggregate consideration received for such Additional Shares of Common Stock shall be deemed to be net of the Fair Market Value of such other corporationsecurities or rights of value. In the event any consideration received by the Issuer for any securities consists If Additional Shares of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is or warrants, rights or Convertible Securities are issued with other shares or securities or other assets in consideration for the release of the Issuer for consideration which covers bothPre-Closing Shareholder Claims, the consideration computed as provided in this Section 4(f)(i) for such Additional Shares of Common Stock or warrants, rights or Convertible Securities shall be allocated among such securities and assets as determined in good faith by the Boarddeemed to be $0.

Other Provisions applicable to Adjustments under this Section. The following provisions shall be applicable to the making of adjustments of to the number of shares of Common Stock for Shares into which this Warrant is exercisable and the Warrant Price then in effect Series A Preferred Shares are convertible provided for in this Section 4:Subsection (c): (iA) Computation of ConsiderationCOMPUTATION OF CONSIDERATION. To the extent that any Additional Common Shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any Additional Common Shares or any Convertible Securities shall be issued for cash consideration, the consideration received by the Issuer Corporation therefor shall be the amount of the cash received by the Issuer Corporation therefor, or, if such Additional Common Shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Corporation for subscription, the subscription price, or, if such Additional Common Shares of Common Stock or Common Stock Equivalents Convertible Securities are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price (in any such case subtracting any amounts paid or receivable for accrued interest or accrued dividends and without taking into account any compensation, discounts or expenses paid or incurred by the Issuer Corporation for and in the underwriting of, or otherwise in connection with, the issuance thereof). To the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined in good faith by the Board of Directors of the Corporation. In case any Additional Common Shares or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Common Shares or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than Corporation issues any consolidation or merger in which the previously outstanding shares of Common Stock of the Issuer shall be changed to or exchanged for the stock or other securities of another corporation)securities, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by the BoardBoard of Directors of the Corporation, of such portion of the assets and business of the nonsurviving corporation as the such Board may in good faith shall determine to be attributable to such shares of Additional Common Stock Shares, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Common Shares of Common Stock issuable pursuant to any warrants or other rights to subscribe for or purchase the same shall be the consideration received by the Issuer Corporation for issuing such warrants or other rights plus the additional consideration payable to the Issuer Corporation upon exercise of such warrants or other rights. The consideration for any Additional Common Shares of Common Stock issuable pursuant to the terms term of any Common Stock Equivalents Convertible Securities shall be the consideration received by the Issuer Corporation for issuing warrants or other rights to subscribe for or purchase such Common Stock EquivalentsConvertible Securities, plus the consideration paid or payable to the Issuer Corporation in respect of the subscription for or purchase of such Common Stock EquivalentsConvertible Securities, plus the additional consideration, if any, payable to the Issuer Corporation upon the exercise of the right of conversion or exchange in such Common Stock EquivalentsConvertible Securities. In case of the event issuance at any time of any consolidation Additional Common Shares or merger of the Issuer Convertible Securities in which the Issuer is not the surviving corporation payment or in which the previously outstanding shares of Common Stock of the Issuer shall be changed into or exchanged for the stock or other securities of another corporation, or in the event satisfaction of any sale dividends upon any class of all or substantially all of the assets of the Issuer for stock or other securities of any corporationthan Common Shares, the Issuer Corporation shall be deemed to have issued a number of shares of its received for such Additional Common Stock for stock Shares or securities or other property of the other corporation computed on the basis of the actual exchange ratio on which the transaction was predicated, and for Convertible Securities a consideration equal to the fair market value on the date amount of such transaction of all such stock dividend so paid or securities or other property of the other corporation. In the event any consideration received by the Issuer for any securities consists of property other than cash, the fair market value thereof at the time of issuance or as otherwise applicable shall be as determined in good faith by the Board. In the event Common Stock is issued with other shares or securities or other assets of the Issuer for consideration which covers both, the consideration computed as provided in this Section 4(f)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.