definiens: as such term is defined in Re gulation D promulgated under the Securities Act of 1933 ( the ), ( ii ) represented to Licensee that it is acquiri ng the shares for investment purposes only, and ( iii ) acknowledged that the shares to be received a re restricted securities under the Act ( each such d esignee, an and together with COH, the ) ), 814,905 validly issued, fully - paid, non - assessable shares of Common Stock and shall del iver to the applicable COH Stockholders stock certi ficates evidencing such shares . At the closing of each Qual ified Financing that occurs prior to, or that cause s, the achievement of the Qualified Financing Protection C eiling, Licensee will issue to COH and/or such reas onable number of Accredited Designees as COH may specify, a number of shares of validly issued, fully - paid, n on - assessable shares of Common Stock that is determine d such that upon the completion of such issuance, C OH and its designees will hold [ * * * ] of the total number o f shares of Qualifying Stock, calculated as of imme diately after the closing of such Qualified Financing ( the ) ; provided, that, if a financing causes the achievement of the Qualified Financing Protection C eiling, only the portion of such financing as would cause the achievement of the Qualified Financing Protection C eiling shall be deemed a for EXECUTION COPY Confidential Portions of this Exhibit marked as [ * * * ] have been omitted pursuant to a request for conf idential treatment and have been filed separately with the S ecurities and Exchange Commission