definiens: shall mean:(I ) in the case of Unpurchased Securities that are Common Stock, ( i ) the averageof the last reported sales prices for the Common Stock as of the end of regulartrading hours as reported on the NASDAQ National Market, the NASDAQ Small CapMarket or any other national securities exchange or nationally recognizedtrading system on which the Common Stock is then listed or approved forquotation, for the twenty consecutive trading day period ending on the lasttrading day prior to the date that is five ( 5 ) Business Days following deliveryof the Second Closing Notice by the Investor to the Company, ( ii ) if the CommonStock is not listed or approved for quotation on the NASDAQ National Market, theNASDAQ Small Cap Market or any other national securities exchange or nationallyrecognized trading system during such twenty - day period, the average of the lastreported sales prices for the Common Stock as of the end of regular tradinghours as reported on the Over - The - Counter Bulletin Board, Bulletin BoardExchange or the Pink Sheets ' Electronic Quotation Service ( and if there are noreported sales prices for the Common Stock, the volume - weighted arithmeticaverage of the last reported bid and asked prices as of the end of regulartrading hours ) for such twenty - day period or ( iii ) if the Common Stock is nottraded or quoted during such twenty - day period, the fair market value per shareas mutually determined by the Investor and the Company or, if the Investor andthe Company are unable to mutually agree within five ( 5 ) Business Days ofdelivery of the Second Closing Notice to the Company, as determined by anIndependent Appraiser, jointly appointed by the parties ( the expenses of whichwill be paid by the Investor ) ; provided, however, that in the event of any stockdividend, stock split, combination of shares, recapitalization or other similarchange in the capital structure of the Company during such twenty - day periodwhich affects or relates to the Common Stock, the Second Market Price shall beadjusted proportionately, and ( II ) in the case of Unpurchased Securities thatare not Common Stock, the fair market value per share as mutually determined bythe Investor and the Company or, if the Investor and the Company are unable tomutually agree within five ( 5 ) Business Days of delivery of the Second ClosingNotice to the Company, as determined by an Independent Appraiser, jointlyappointed by the parties ( the expenses of which will be paid by the Investor )