definiens: ), Fair Market Value shall mean the pri ceper share as determined in good faith by the Board of Directors of the issuing corporation with refere nce, inthe case of any preferred stock, to any recent or t hen contemplated financing by venture capital or si milarinvestors ; and ( b ) If at the time of such issuance the issuing corp oration has a class of securities registered under theExchange Act, then ( i ) if the securities so issued are of the same class as securities of the issuingcorporation then traded on a national securities ex change, in over - the - counter trading, or similar tra dingsystem, then Fair Market Value shall be the average trading price over the twenty ( 20 ) day period prec edingthe date of issuance, and ( ii ) if the securities ar e not of the same class as securities of the issuin gcorporation then so publicly traded, then the Fair Market Value shall be the amount determined in good faithby the Board of Directors of the issuing corporatio n