definiens: Black Scholes Consideration Value " means the valueof the applicable Option, Convertible Security or Adjustment Right ( as the case may be)calculated using the Black Scholes Option Pricing Model obtained from the function onBloomberg determined as of the date of issuance thereof and reflecting ( i ) a risk - free interestrate corresponding to the U.S. Treasury rate for a period equal to the remaining term of suchOption, Convertible Security or Adjustment Right ( as the case may be ) as of the date ofissuance of such Option, Convertible Security or Adjustment Right ( as the case may be ), ( ii)an expected volatility equal to the greater of 100 % and the 100 day volatility obtained fromthe HVT function on Bloomberg as of the Trading Day immediately following the publicannouncement of the issuance of such Option, Convertible Security or Adjustment Right ( asthe case may be ), or, if the issuance of such Option, Convertible Security or AdjustmentRight ( as the case may be ) is not publicly announced, the date of issuance of such Option, Convertible Security or Adjustment Right ( as the case may be ), ( iii ) the underlying price pershare used in such calculation shall be the average of the Weighted AveragePrices highest Weighted Average Price of the Common Stock during the period beginningon the Trading Day prior to the execution of definitive documentation relating to the issuanceof such Option or Convertible Security ( as the case may be ) and ending on ( A ) the TradingDay immediately following the public announcement of the execution of definitive documentswith respect to the issuance of such Option or Convertible Security ( as the case may be ), or,(B ) if the execution of definitive documents with respect to the issuance of such Option orConvertible Security ( as the case may be ) is not publicly announced, the date of suchissuance, ( iv ) a zero cost of borrow and ( v ) a 365 day annualization factor