definiens: means a valuation of Licensee as a going concern accepted by a third party as the pre- money value of the Licensee for investment purposes . If the third party valuation is more or less than Two Million Dollars ( $ 2,000,000 ) ( the ), Licensee will adjust Licensor ’s ownership percentage as Lice nsee issues additional membership interests so that if ( i ) such third party valuation is more than the Mar k, Licensor ’s membership interest is undiluted to t he Mark and dilutes prorata with the other membership interests above the Mark, or ( ii ) such third party valuation is less than the Mark, Licensor ’s members hip interest will be maintained at two percent ( 2 % ) until the aggregate of the third party valuation pl us new capital contributions to Licensee equal the Mark and dilutes thereafter prorata with all other membe rship interests as Newly Issued Units are issued . I n the event the Units held by Licensor do not properly re present its then membership interest . Licensee will promptly issue to Licensor, for no additional consi deration, that number of units which represent Licensor ’s membership interest and Licensor will re turn to Licensee its certificate of units for cance llation