definiens: shall mean the price determined by the first of the following clauses that applies:(A ) if the Common Stock is then listed or quoted for trading on a Trading Market other than the OTC Bulletin Board or thePink OTC Market, the volume - weighted average closing prices of the Common Stock on the Trading Market on which theCommon Stock is then listed or quoted for trading as reported by Bloomberg L.P., ( B ) if the Common Stock is then listed orquoted for trading onthe OTC Bulletin Board, the volume - weighted average closing prices of the Common Stock on the OTC Bulletin Board, or(C ) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the CommonStock are then reported in the published by Pink OTC Markets, Inc. ( or a similar organization or agencysucceeding to its functions of reporting prices ), the closing bid prices per share of the Common Stock so reported . ANNEX BAccredited InvestorAn is:1 . Any bank as defined in section 3(a)(2 ) of the Act, or any savings and loan association or other institution as defined insection 3(a)(5)(A ) of the Act whether acting in its individual or fiduciary capacity ; any broker or dealer registered pursuant tosection 15 of the Securities Exchange Act of 1934 ; any insurance company as defined in section 2(13 ) of the Act ; anyinvestment company registered under the Investment Company Act of 1940 or a business development company as defined insection 2(a)(48 ) of that Act ; any Small Business Investment Company licensed by the U.S. Small Business Administrationunder section 301(c ) or ( d ) of the Small Business Investment Act of 1958 ; any plan established and maintained by a state, itspolitical subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $ 5,000,000 ; any employee benefit plan within the meaning of the EmployeeRetirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21 ) ofsuch Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if theemployee benefit plan has total assets in excess of $ 5,000,000 or, if a self - directed plan, with investment decisions madesolely by persons that are accredited investors;2 . Any private business development company as defined in section 202(a)(22 ) of the Investment Advisers Act of 1940;3 . Any organization described in Section 501(c)(3 ) of the Internal Revenue Code, corporation, Massachusetts or similarbusiness trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excessof $ 5,000,000;4 . Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;5 . Any natural person whose individual net worth, or joint net worth with that person ’s spouse, at the time of his purchaseexceeds $ 1,000,000;6 . Any natural person who had an individual income in excess of $ 200,000 in each of the two most recent years or jointincome with that person ’s spouse in excess of $ 300,000 in each of those years and has a reasonable expectation of reachingthe same income level in the current year;7 . Any trust, with total assets in excess of $ 5,000,000, not formed for the specific purpose of acquiring the securitiesoffered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii ) ; and8 . Any entity in which all of the equity owners are accredited investors