definiens: shall mean a sale by [COMPANY] of Common Stock or equity securities convertible intoCommon Stock in an underwritten public offering raising gross proceeds of at least $ 50,000,000, including the EquityPurchase Commitment . The price per share paid by [COMPANY] in any such Qualified Financing shall be the same asthat paid by the other investors in such Qualified Financing, and [COMPANY] shall receive securities of the same typeand with the same rights, preferences and privileges as the other investors in such Qualified Financing, including, forexample, any warrant coverage, subject to the execution by [COMPANY] of the investment documents entered into by theother investors in the Qualified Financing . Notwithstanding the foregoing, in the event that counsel to [COMPANY] orcounsel to any underwriter in the Qualified Financing advises [COMPANY] that such participation is not permissibleunder and in compliance with applicable securities laws ( including without limitation Section 5 of the Securities Act of1933, as amended ( the ) ): ( i ) [COMPANY] shall be under no obligation to participate in such public offering but may, upon receipt ofthe prospectus and other offering documents prepared by [COMPANY] in connection with such public offering, at itselection, do so in an amount equal to 24CONFIDENTIAL TREATMENT REQUESTEDCONFIDENTIAL the Equity Purchase Commitment . Upon such election, [COMPANY] shall permit [COMPANY] to participate in such publicoffering in the amount of the Equity Purchase Commitment