In the event of the consummation by the Company and/or its fully owned subsidiary (prior to any transaction described hereunder), if any (the “Subsidiary”), of a transaction or series of transactions (related or unrelated including any series of Non-Qualified Financing transactions as defined below) in which the Company and/or its Subsidiary issues securities of a preferred class or series, in consideration for an aggregate investment of at least US$3,000,000 (Three Million United States Dollars) (including the Investment Amount) (a “Qualified Financing”), the outstanding balance of the Investment Amount shall automatically convert into such number of the most senior preferred shares (or a sub-class thereof) issued in such Qualified Financing, as is obtained by dividing the outstanding balance of the Investment Amount, as of the closing date of the Qualified Financing, by a price per share which shall reflect the lower of: (i) (a) in respect of the Initial Investors, a 35% discount on the lowest effective price per share paid in the closing of the Qualified Financing, or in the event that the Qualified Financing shall be consummated in a series of Non-Qualified Financing transactions, the lowest price per share paid in a Non-Qualified Financing (the “Initial Investors Discounted PPS”); (b) in respect of the Additional Investors, a 20% discount on the lowest effective price per share paid in the closing of the Qualified Financing, or in the event that the Qualified Financing shall be consummated in a series of Non-Qualified Financing transactions, the lowest price per share paid in a Non-Qualified Financing (the “Additional Investors Discounted PPS”); or (ii) a price per share reflecting a pre-money Company valuation, on a fully diluted basis, of US$ 15,000,000 (the “Cap”).