definiens: means, for any security as of any date, the last closing bid price and last closing tradeprice, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the PrincipalMarket begins to operate on an extended hours basis and does not designate the closing bid price or theclosing trade price, as the case may be, then the last bid price or the last trade price, respectively, of suchsecurity prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not theprincipal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security islisted or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or lasttrade price, respectively, of such security in the OTCQB ® trading market operated by The OTC MarketsGroup, or the over - the - counter market on the electronic bulletin board for such security as reported byBloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security byBloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for suchsecurity as reported in the by OTC Markets Group Inc. If the Closing Sale Price can not becalculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price, as thecase may be, of such security on such date shall be the fair market value as mutually determined by theCompany and the Holder . All such determinations to be appropriately adjusted for any stock dividend, stocksplit, stock combination or other similar transaction during the applicable calculation period