Common use of Other Provisions Applicable to Adjustments Under Clause in Contracts

Other Provisions Applicable to Adjustments Under. this Section. The following provisions shall be applicable to the making of adjustments of the Warrant Share Number 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 associated with 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(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 This Section. The following provisions shall be applicable to the making of adjustments of the Warrant Share Number 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. 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 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 associated with 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(h)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions Applicable to Adjustments Under. this SectionSection 4. The following provisions shall be applicable to the making of adjustments of the Warrant Share Number and in the Warrant Price then hereinbefore provided in effect provided for in this Section 4: (i) Computation of Consideration. To The consideration received by the Issuer shall be deemed to be the following: 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 a cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, 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 (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer for and or in connection with the underwriting of, thereof or otherwise in connection withwith the issue thereof; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the, time of such 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, consideration payable to the Issuer upon the exercise of the right of exercise, conversion or exchange associated with of such Common Stock Equivalents. 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 or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital 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 corporationthan Common Stock, the Issuer 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 Common Stock Equivalents 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 corporationsatisfied. In any case in which the event any consideration to be received by the Issuer for any securities consists of property or paid shall be other than cash, the Board shall notify the Holder of this Warrant of its determination of the fair market value thereof at of such consideration prior to payment or accepting receipt thereof. If, within thirty days after receipt of said notice, the time Majority Holders shall notify the Board in writing of issuance or as otherwise applicable their objection to such determination, a determination of the fair market value of such consideration shall be as determined in good faith made by an Independent Appraiser selected by the Board. In Majority Holders with the event Common Stock is issued with other shares or securities or other assets approval of the Issuer for consideration Board (which covers bothapproval shall not be unreasonably withheld), the consideration computed as provided in this Section 4(h)(i) whose fees and expenses shall be allocated among such securities and assets as determined in good faith paid by the BoardIssuer.

Other Provisions Applicable to Adjustments Under. this Section. The following provisions shall be applicable to the making of adjustments of the Warrant Share Number and the Warrant Price then in effect provided for in this Section 42: (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 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 herein, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined by resolution of the Board of Directors. In case any Additional Shares of Common Stock or any Convertible Securities shall be issued in connection with any merger or consolidation transaction described in Section 2(6) 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 securities or other securities of another corporation)property, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by resolution of the BoardBoard of Directors, of such portion of the assets and business of the nonsurviving corporation non-surviving Person as the such Board may by resolution shall determine to be attributable to such shares Additional Shares of Common Stock or Common Stock EquivalentsConvertible Securities, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to conversion, exchange or exercise of any warrants or other rights to subscribe for or purchase the same Convertible Securities shall be the consideration received by the Issuer Company for issuing such warrants or other rights Convertible Securities plus the additional consideration (if any) payable to the Issuer Company upon the conversion, exchange or exercise of such warrants or other rightsConvertible Securities. The consideration for In case of the issuance at any time of any Additional Shares of Common Stock issuable pursuant to the terms or Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than 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 associated with 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 corporationStock, 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(h)(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 Warrant Share Number and the Warrant Price then in effect provided for in number of shares of Common Stock issuable upon exercise of 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 associated with 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(h)(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 Warrant Share Number 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 Equivalents, plus the additional consideration, if any, payable to the Issuer upon the exercise of the right of conversion or exchange associated with 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(h)(i) shall be allocated among such securities and assets as determined in good faith by the Board.purchase

Other Provisions Applicable to Adjustments Under. this Section. The following provisions shall be applicable to making adjustments to the making number of adjustments of the Shares for which this Warrant Share Number is exercisable and the Warrant Exercise 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) shall be to subscribe for or purchase any Additional Shares or any Convertible Securities are 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 distributions 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 is 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 and supported by an opinion from an Independent Financial Expert. In case any Additional Shares or any Convertible Securities or any warrants or other rights to subscribe for or purchase such Additional Shares or Convertible Securities shall be issued in connection with any merger or consolidation in which the Issuer is the surviving corporation (other than where 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 market value, as determined reasonably and in good faith by the Board, Board and supported by an opinion from an Independent Financial Expert of such portion of the assets and business of the nonsurviving corporation as the Board may in good faith shall determine to be attributable to such shares of Common Stock Additional Shares, 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 associated with in such Common Stock EquivalentsConvertible Securities. In the event If any Additional Shares or Convertible Securities are issued at any time in payment or satisfaction of any consolidation or merger distributions upon any class 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 Shares other securities of another corporationthan Shares, 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 Company shall be deemed to have issued a number of shares of its Common Stock received for stock such Additional 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 distribution 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(h)(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 Share Number 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. 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 Board may of Directors of the Company 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 associated with 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(h)(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 Share Number 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 associated with 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(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. Section A The following provisions shall be applicable to the making of adjustments of the Warrant Share Number and in the Warrant Price then in effect hereinbefore provided for in this Section 45: (i) Computation of Consideration. To Consideration The consideration received by the Company shall be deemed to be the following: (a) 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 a cash consideration, . the consideration received by the Issuer therefor shall be Company the amount of the cash received by the Issuer thereforre for, or, or (b) if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer Company for subscription, the subscription price, or, (c) 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 (price. in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer Company for and or in connection with the underwriting of, thereof or otherwise in connection withwith the issue thereof; (d) to the extent that such issuance shall be for a consideration other than cash, then, except as herein othervise expressly provided, the fair market value of such consideration at the time of such 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 Corporation 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, consideration payable to the Issuer Corporation upon the exercise of the right of exercise, conversion or exchange associated with of such Common Stock Equivalents. 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 or Common Stock of the Issuer shall be changed into Equivalents in payment or exchanged for the stock 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 Stock other securities of any corporationthan Common, the Issuer Corporation shall be deemed to have issued a number received for such Additional Shares of shares of its Common or 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 Equivalents a consideration equal to the fair market value on the date mount of such transaction of all such stock dividend so paid or securities or other property of the other corporationsatisfied. In any case in which the event any consideration to be received by the Issuer for any securities consists of property or paid shall be other than cash, the Board shall notify the Holder of this Warrant through Banca del Gottardo of its determination of the fair market value thereof of such consideration prior to payment or accepting receipt thereof. If, within thirty days after receipt of said notice, the Holders of Warrants exercisable for at least a majority of Warrant Stock then unissued shall notify the time Board in writing of issuance or as otherwise applicable their objection to such determination, a determination of fair market value of such consideration shall be as determined made by arbitration in good faith by accordance with the Board. In the event Common Stock is issued with other shares or securities or other assets Rules of the Issuer for consideration which covers bothAmerican Arbitration Association by an arbitrator in the Borough of Manhattan, the consideration computed as provided in this Section 4(h)(i) shall be allocated among such securities and assets as determined in good faith by the BoardCity of New York, State of New York.

Other Provisions Applicable to Adjustments Under. this This Section. The following provisions shall be applicable to the making of adjustments of the Warrant Share Number and the 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, 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. 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 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 associated with 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(h)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions Applicable to Adjustments Under. this SectionSection 2. The following provisions shall be applicable to the making of adjustments to the number of shares of Common Stock for which the Warrant Share Number and the Warrant Price then in effect is exercisable provided for in this Section 42: (ia) Computation of Consideration. To the extent that any Additional Shares shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the cash 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 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 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 non-cash consideration shall be deemed to be the fair market value of such consideration at the time of such issuance as determined in accordance with clause (b)(ii) of the definition of Market Price in Section 12 (their "Fair Value"). In case any shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such 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 market value, as determined reasonably and in good faith by an independent investment banking firm retained by the BoardCompany, which firm may be an independent investment banking firm regularly retained by the Company, of such portion of the assets and business of the nonsurviving corporation as the Board may such firm shall determine to be attributable to such shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares 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 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 associated with 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 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 of received for such 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(h)(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 Share Number 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 associated with 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(h)(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 Warrant Share Number and the Warrant Price then in effect provided for in this Section 42: (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 4 4 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 herein, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as determined by resolution of the Board of Directors. In case any Additional Shares of Common Stock or any Convertible Securities shall be issued in connection with any merger or consolidation transaction described in Section 2(6) 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 securities or other securities of another corporation)property, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by resolution of the BoardBoard of Directors, of such portion of the assets and business of the nonsurviving corporation non-surviving Person as the such Board may by resolution shall determine to be attributable to such shares Additional Shares of Common Stock or Common Stock EquivalentsConvertible Securities, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to conversion, exchange or exercise of any warrants or other rights to subscribe for or purchase the same Convertible Securities shall be the consideration received by the Issuer Company for issuing such warrants or other rights Convertible Securities plus the additional consideration (if any) payable to the Issuer Company upon the conversion, exchange or exercise of such warrants or other rightsConvertible Securities. The consideration for In case of the issuance at any time of any Additional Shares of Common Stock issuable pursuant to the terms or Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than 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 associated with 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 corporationStock, 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(h)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions Applicable to Adjustments Under. this SectionSection 6. The following provisions shall be applicable to the making of adjustments of the Warrant Share Number and the Warrant Price then in effect number of shares of Common Stock comprising a Stock Unit hereinbefore provided for in this Section 46, irrespective of the accounting treatment of any consideration described below: (ia) Computation of Consideration. To the extent that any shares of Additional Shares of Common Stock Stock, any Options 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 therefor shall be deemed to be the amount of the cash received by the Issuer therefor, or, if such shares of Additional Shares of Common Stock Stock, Options or Common Stock Equivalents Convertible Securities are offered by the Issuer for subscription, the subscription price, or, if such shares of Additional Shares of Common Stock Stock, Options 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 price. To the extent that such case subtracting any amounts paid issuance or receivable sale shall be 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 the amount of such consideration therefore shall be, be deemed to be the fair valuemarket value of such consideration at the time of such issuance, 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 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 shares of Additional Shares of Common Stock issuable pursuant to any warrants or other rights Option to subscribe for or purchase the same shall be the consideration received or receivable by the Issuer for issuing the sale or issuance of such warrants or other rights Option plus the additional consideration payable to the Issuer upon the exercise of such warrants or other rightsthereof in full. The consideration for any shares of 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 Warrant Agreement or payable to the Issuer in respect of the subscription for for, sale or purchase issuance of such Common Stock Equivalents, Convertible Securities plus the additional consideration, if any, consideration payable to the Issuer upon the exercise of the right of conversion or exchange associated with such thereof in full. In case of the issuance at any time of any shares of Additional Common Stock Equivalents. In the event in payment or satisfaction of any consolidation or merger dividend upon any class of the Issuer in which the Issuer is not the surviving corporation or in which the previously outstanding shares of stock other than 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 corporationStock, the Issuer shall be deemed to have issued a number of received for such shares of its Additional 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 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(h)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions Applicable to Adjustments Under. this SectionSection 4. The following provisions shall be applicable to the making of adjustments of the Warrant Share Number and in the Warrant Price then hereinbefore provided in effect provided for in this Section 4: : (i) Computation of Consideration. To The consideration received by the Issuer shall be deemed to be the following: 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 a cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer therefor, or, 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 (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer for and or in connection with the underwriting of, thereof or otherwise in connection withwith the issue thereof; to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the time of such 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, consideration payable to the Issuer upon the exercise of the right of exercise, conversion or exchange associated with of such Common Stock Equivalents. 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 or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of Capital 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 corporationthan Common Stock, the Issuer 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 Common Stock Equivalents 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 corporationsatisfied. 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 case 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(h)(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 Warrant Share Number 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, 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 associated with 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(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 Share Number 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 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 associated with 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. 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 BoardMajority Holders, be supported by an opinion of an investment banking firm of recognized national standing selected by the Company and acceptable to such Holders. In the event Common Stock is issued All fees and expenses associated 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(h)(i) obtaining such opinion shall be allocated among such securities and assets as determined in good faith paid by the BoardCompany.

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 Share Number 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 are offered by the Issuer Company 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 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 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 shall be the consideration received by the Issuer Company for issuing warrants or other rights to subscribe for or purchase such Common Stock Equivalentssuch, plus the consideration paid or payable to the Issuer Company in respect of the subscription for or purchase of such Common Stock Equivalentssuch, plus the additional consideration, if any, payable to the Issuer Company upon the exercise of the right of conversion or exchange associated with 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(h)(i) shall be allocated among such securities and assets as determined in good faith by the Boardvalue.

Other Provisions Applicable to Adjustments Under. this SectionSection 2. The following provisions shall be applicable to the making of adjustments to the number of shares of Common Stock for which the Special Warrant Share Number and the Warrant Price then in effect is exercisable provided for in this Section 42: (i) Computation of Consideration. To the extent that any Additional Shares shares of Common Stock or any Common Stock Equivalents (Convertible Securities or any warrants or other rights therefor) to subscribe for or purchase any shares of Common Stock or any Convertible Securities shall be issued for cash consideration, the cash 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 shares of Common Stock or Common Stock Equivalents Convertible Securities are offered by the Issuer Company for subscription, the subscription price, 11 100 or, if such Additional Shares 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 (A) any amounts paid or receivable for accrued interest or accrued dividends and without taking into account (B) 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 by the Board of Directors of the Company. In case any shares of Common Stock or any Convertible Securities or any warrants or other rights to subscribe for or purchase such 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 an independent investment banking firm retained by the BoardCompany, which firm may be an independent investment banking firm regularly retained by the Company, of such portion of the assets and business of the nonsurviving corporation as the Board may such firm shall determine to be attributable to such shares of Common Stock Stock, Convertible Securities, warrants or Common Stock Equivalentsother rights, as the case may be. The consideration for any Additional Shares 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 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 associated with 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 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 of received for such 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(h)(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 Warrant Share Number and the Warrant Price then in effect provided for in number of shares of Common Stock issuable upon exercise of 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 associated with 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(h)(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 Warrant Share Number and the Warrant Price then in effect provided for in this Section 42: (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 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 herein, the amount of such consideration shall be deemed to be the fair value of such consideration at the time of such issuance as 4 determined by resolution of the Board of Directors. In case any Additional Shares of Common Stock or any Convertible Securities shall be issued in connection with any merger or consolidation transaction described in Section 2(6) 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 securities or other securities of another corporation)property, the amount of consideration therefore therefor shall be, be deemed to be the fair value, as determined reasonably and in good faith by resolution of the BoardBoard of Directors, of such portion of the assets and business of the nonsurviving corporation non-surviving Person as the such Board may by resolution shall determine to be attributable to such shares Additional Shares of Common Stock or Common Stock EquivalentsConvertible Securities, as the case may be. The consideration for any Additional Shares of Common Stock issuable pursuant to conversion, exchange or exercise of any warrants or other rights to subscribe for or purchase the same Convertible Securities shall be the consideration received by the Issuer Company for issuing such warrants or other rights Convertible Securities plus the additional consideration (if any) payable to the Issuer Company upon the conversion, exchange or exercise of such warrants or other rightsConvertible Securities. The consideration for In case of the issuance at any time of any Additional Shares of Common Stock issuable pursuant to the terms or Convertible Securities in payment or satisfaction of any dividends upon any class of stock other than 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 associated with 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 corporationStock, 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(h)(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 Share Number 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 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 associated with 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(h)(i) shall be allocated among such securities and assets as determined in good faith by the Boardsatisfied.

Other Provisions Applicable to Adjustments Under. this This Section. The following provisions shall be applicable to the making of adjustments of the Warrant Share Number and the 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, 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. 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 ACI WARRANT 13 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 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 associated with 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(h)(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. Section A The following provisions shall be applicable to the making of adjustments of the Warrant Share Number and in the Warrant Price then in effect hereinbefore provided for in this Section 45: (i) Computation of Consideration. To Consideration The consideration received by the Company shall be deemed to be the following: (a) 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 a cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer Company therefor, or, (b) if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer Company for subscription, the subscription price, or, (c) if such such 8. 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 (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer Company for and or in connection with the underwriting of, thereof or otherwise in connection withwith the issue thereof; (d) to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the time of such 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 Corporation 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, consideration payable to the Issuer Corporation upon the exercise of the right of exercise, conversion or exchange associated with of such Common Stock Equivalents. 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 or Common Stock of the Issuer shall be changed into Equivalents in payment or exchanged for the stock 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 Stock other securities of any corporationthan Common, the Issuer Corporation shall be deemed to have issued a number received for such Additional Shares of shares of its Common or 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 Equivalents a consideration equal to the fair market value on the date mount of such transaction of all such stock dividend so paid or securities or other property of the other corporationsatisfied. In any case in which the event any consideration to be received by the Issuer for any securities consists of property or paid shall be other than cash, the Board shall notify the Holder of this Warrant through Banca del Gottardo of its determination of the fair market value thereof of such consideration prior to payment or accepting receipt thereof. If within thirty days after receipt of said notice, the Holders of Warrants exercisable for at least a majority of Warrant Stock then unissued shall notify the time Board in writing of issuance or as otherwise applicable their objection to such determination, a determination of fair market value of such consideration shall be as determined made by arbitration in good faith by accordance with the Board. In the event Common Stock is issued with other shares or securities or other assets Rules of the Issuer for consideration which covers bothAmerican Arbitration Association, by an arbitrator in the consideration computed as provided in this Section 4(h)(i) shall be allocated among such securities and assets as determined in good faith by the BoardBorough of Manhattan, City of New York, State of New York.

Other Provisions Applicable to Adjustments Under. this This Section. The following provisions shall be applicable to the making of adjustments of in the Warrant Share Number and the per share Warrant Price then in effect hereinbefore provided for in this Section 43: (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 a cash consideration, the consideration received by the Issuer Company therefor shall be deemed to 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 (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts or expenses paid or incurred by the Issuer Company for and in the underwriting ofthereof, or otherwise in connection with, with the issue thereof. To the extent that such issuance thereof). In connection with any merger or consolidation in which the Issuer is the surviving corporation (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 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 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 received by the Issuer Company for issuing warrants 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 conversion, exchange or exchange associated with exercise 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(h)(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 Share Number 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 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 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 associated with 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(h)(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. Section A The following provisions shall be applicable to the making of adjustments of the Warrant Share Number and in the Warrant Price then in effect hereinbefore provided for in this Section 45: (i) Computation of Consideration. To Consideration The consideration received by the Company shall be deemed to be the following: (a) 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 a cash consideration, the consideration received by the Issuer therefor shall be the amount of the cash received by the Issuer Company therefor, or, (b) if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Issuer Company for subscription, the subscription price, or, (c) 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 (price, in any such case subtracting excluding any amounts paid or receivable for accrued interest or accrued dividends and without taking into account deduction of any compensation, discounts discounts, commissions, or expenses paid or incurred by the Issuer Company for and or in connection with the underwriting of, thereof or otherwise in connection withwith the issue thereof; (d) to the extent that such issuance shall be for a consideration other than cash, then, except as herein otherwise expressly provided, the fair market value of such consideration at the time of such 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 Corporation 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, consideration payable to the Issuer Corporation upon the exercise of the right of exercise, conversion or exchange associated with of such Common Stock Equivalents. 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 or Common Stock of the Issuer shall be changed into Equivalents in payment or exchanged for the stock 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 Stock other securities of any corporationthan Common, the Issuer Corporation shall be deemed to have issued a number received for such Additional Shares of shares of its Common or 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 Equivalents a consideration equal to the fair market value on the date mount of such transaction of all such stock dividend so paid or securities or other property of the other corporationsatisfied. In any case in which the event any consideration to be received by the Issuer for any securities consists of property or paid shall be other than cash, the Board shall notify the Holder of this Warrant through Banca del Gottardo of its determination of the fair market value thereof of such consideration prior to payment or accepting receipt thereof. If, within thirty days after receipt of said notice, the Holders of Warrants exercisable for at least a majority of Warrant Stock then unissued shall notify the time Board in writing of issuance or as otherwise applicable their objection to such determination, a determination of fair market value of such consideration shall be as determined made by arbitration in good faith by accordance with the Board. In the event Common Stock is issued with other shares or securities or other assets Rules of the Issuer for consideration which covers bothAmerican Arbitration Association, by an arbitrator in the consideration computed as provided in this Section 4(h)(i) shall be allocated among such securities and assets as determined in good faith by the BoardBorough of Manhattan, City of New York, State of New York.