definiens: means Stowe ’s rec eipt of aggregate proceeds ( including both cash and conversion and/or cancellation of outstand ing indebtedness or convertible securities ) from th e sale of Stowe ’s securities in one or more transactions foll owing the Effective Date of not less than ten milli on dollars ( $ 10,000,000 ) within twenty - four ( 24 ) months after the Effective Date at a pre - money valuation of Stow e equal to or greater than eighteen million dollars ( $ 18,000,0 00 ) ; provided however up to three million dollars ( $ 3,000,000 ) of such amount may be raised at a pre - money valuati on that is less than eighteen million dollars ( $ 18, 000,000 ) as follows : the first four hundred thousand dollars ( $ 400,000 ) at a pre - money valuation of at least eleve n million seven hundred thousand dollars ( $ 11,700,000 ) and up to an additional two million six hundred thousand dollars ( $ 2,600,000 ) at a pre - money valuation of at least n ine million dollars ( $ 9,000,000 )