“Market Price,” as of any date, # means, with respect to shares of Common Stock, the volume-weighted average closing price in U.S. dollars for the shares of the Common Stock on the Nasdaq stock market for the trailing ten (10) trading days, or # if market value cannot be calculated as of such date on any of the foregoing basis, the Market Price shall be the fair market value as reasonably determined in good faith by the Board of Directors of the Company. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.

“Market Value” means the closing price of the Common Stock, as reported on the NASDAQ Stock Market LLC on the date in question or, if the Common Stock shall not have been traded on such date or if the NASDAQ Stock Market LLC is closed on such date, then the first day prior thereto on which the Common Stock was so traded.