definiens: shall mean that number of Securities such that, following the closing of such Follow - On Offering, Purchaser will continue to hold an aggregate amount of the Company ’s outstanding Common Stock on a percentage basis e qual to the lesser of ( i ) seven percent ( 7 % ) and ( ii ) Pu rchaser ’s percentage equity ownership of the Compan y ( calculated in each case on an as - converted, fully diluted basis ) immediately prior to the consummatio n of such Follow - On Offering ; provided that in the event that the Follow - On Participation Amount would exceed the lesser of ( x ) twenty percent ( 20 % ) of the aggregate procee ds proposed to be raised by the Company in such Fol low - On Offering, divided by the price per share at which S ecurities are to be sold in such Follow - On Offering or ( y ) $ 20,000,000 divided by the price per share at which Securities are to be sold in such Follow - On Offeri ng, then such Follow - On Participation Amount shall be reduce d to the lesser of ( i ) and ( ii )