definiens: as suchterm is defined in Regulation D promulgated under the Securities Act of 1933 ( the ), ( ii ) represented to Licenseethat it is acquiring the shares for investment purposes only, and ( iii ) acknowledged that the shares to be received arerestricted securities under the Act ( COH and its designees collectively, the ), stock certificatesevidencing a number of shares of validly issued, fully - paid, non - assessable shares of Class A Common Stock that isdetermined such that upon the completion of such issuance, COH and its designees will hold 10 % of the total numberof shares of Qualifying Stock, calculated as of immediately after the closing of such Qualified Financing ( the ) . Promptly after the applicable Measurement Date, Licensee will deliver to the COHStockholders ( i ) certificates representing the shares of Class A Common Stock to be issued in accordance with theforegoing, and ( ii ) a certificate, executed on behalf of Licensee by an executive officer of Licensee, showingLicensee ’s calculation of the number of shares of Qualifying Stock as of the Measurement Date, the sales price ofeach share of capital stock issued in the Qualified Financings, and the gross proceeds and Net Proceeds of theQualified Financings and Licensee ’s calculation of the shares of Class A Common Stock to be issued to the COHStockholders . Such shares of Class A Common Stock will be issued in consideration for the benefits provided toLicensee under the Agreement and no additional consideration shall be payable for such shares of Class A CommonStock