definiens: means, as of any particular date : ( a ) the volume weighted average of the closing salesprices of the Common Shares for such day on all United States securities exchanges on which the Common Sharesmay at the time be listed ; ( b ) if there have been no sales of the Common Shares on any such exchange on any suchday, the average of the highest bid and lowest asked prices for the Common Shares on all such exchanges at the endof such day ; ( c ) if on any such day the Common Shares are not listed on a United States securities exchange, theclosing sales price of the Common Shares on the principal stock exchange on which the Common Shares may at thetime be listed ; ( d ) if on any such day the Common Shares are not listed on a United States securities exchange andthere is no other principal stock exchange on which the Common Shares are listed, the closing sales price of theCommon Shares as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system orassociation for such day ; or ( d ) if there have been no sales of the Common Shares on the OTC Bulletin Board, thePink OTC Markets or similar quotation system or association on such day, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT . THE COPY FILEDHEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST . OMISSIONS AREDESIGNATED [ * * * ] . A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION