definiens: means, for any date, the price determined by the ﬁrst of the following clauses that applies : ( a ) ifthe Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of theCommon Stock for such date ( or the nearest preceding date ) on the Trading Market on which the Common Stockis then listed or quoted as reported by Bloomberg L.P. ( based on a Trading Day from 9:30 a.m. ( New York Citytime ) to 4:02 p.m. ( New York City time ) ), ( b ) if OTCQB or OTCQX is not a Trading Market, the volume weightedaverage price of the Common Stock for such date ( or the nearest preceding date ) on OTCQB or OTCQX asapplicable, ( c ) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices forthe Common Stock are then reported on the Pink Open Market ( or a similar organization or agency succeeding toits functions of reporting prices ), the most recent bid price per share of the Common Stock so reported, or ( d ) in allother cases, the fair market value of a share of Common Stock as determined by an independent appraiserselected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonablyacceptable to the Company, the fees and expenses of which shall be paid by the Company