Common use of Additional Parties Clause in Contracts

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting [***] or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 3 contracts

Samples: Voting Agreement (PureTech Health PLC), Voting Agreement (PureTech Health PLC), Voting Agreement (PureTech Health PLC)

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Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Series B Stock, Series C Stock, Series D Stock or stock senior to Preferred and/or Series E Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any such purchaser or recipient of such shares Series B Stock, Series C Stock, Series D Stock and/or Series E Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit AC, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an a Key Holder or Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and a Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person person or entity to issue shares of capital stock to such Person person or entity (other than to a purchaser of Preferred Series B Stock, Series C Stock, Series D Stock and/or Series E Stock described in Subsection 7.1(aSection 3.6(a) above), following which such Person shall hold Shares constituting [***] or more shares of the then outstanding capital stock of the Company constituting one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Personperson or entity, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an the Adoption Agreement in the form attached hereto to this Agreement as Exhibit AC, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder Stockholder, and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Roka BioScience, Inc.), Voting Agreement (Roka BioScience, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Series B Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Series B Preferred Stock described in Subsection 7.1(a) aboveSection 8.1(a)), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder and thereafter such person Person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Samples: Series B Preferred Stock Purchase Agreement (Energy Exploration Technologies, Inc.), Voting Agreement (Energy Exploration Technologies, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Series A Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Series A Preferred Stock described in Subsection Section 7.1(a) above), following which such Person shall hold Shares constituting [***] or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Lantern Pharma Inc.), Voting Agreement (Lantern Pharma Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition whether pursuant to the issuance of such shares the Company shall require that Purchase Agreement or otherwise, any purchaser of such shares of Preferred Stock may become a party to this Agreement by executing and delivering (i) an additional counterpart signature page to this Agreement, and thereafter shall be deemed an “Investor” for all purposes hereunder. No action or consent by the Adoption Agreement attached Investors shall be required for such joinder to this Agreement by such additional Investor, so long as Exhibit A, or (ii) a counterpart signature page hereto agreeing such additional Investor has agreed in writing to be bound by and subject to all of the terms of this Agreement obligations as an Investor and Stockholder “Investor” hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a11.9(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Samples: Stockholders Agreement (Atea Pharmaceuticals, Inc.), Stockholders Agreement (Atea Pharmaceuticals, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Series C Preferred Stock after the date hereof, as a condition to the issuance of such shares shares, the Company shall require that any purchaser of such shares Series C Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(aSection 6.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person Person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 2 contracts

Samples: Voting Agreement (Caribou Biosciences, Inc.), Voting Agreement (Caribou Biosciences, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a5.1(a) above), following which such Person shall hold Shares constituting [***] or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (PureTech Health PLC)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), and, following which such issuance, such Person shall would hold Shares constituting [***] or more at least 1.0% of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon determined on a fully-diluted basis, after giving effect to the exercise of or and/or conversion of outstanding options, warrants or all Preferred Stock and other convertible securities, as if exercised and/or converted or exchangedsecurities of the Company), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Winc, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock a purchaser who is not already an Investor hereunder after the date hereof, as a condition to the issuance of such shares shares, the Company shall require that any such purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person thereafter shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a6.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (BioAtla, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Series A Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder Shareholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder Shareholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Series A Preferred Stock described in Subsection 7.1(aSection 5.1(a) above), following which such Person shall hold Shares constituting [***] 1% or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of outstanding options or warrants, or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder Shareholder and thereafter such person shall be deemed a Stockholder Shareholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Proto Labs Inc)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a6.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an and delivering (i) the Adoption Agreement in the form attached hereto to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (OvaScience, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, then the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder Key Holder and Stockholder, and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Seres Therapeutics, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Pacaso Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Series A Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser recipient of such shares Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the an Adoption Agreement substantially in the form attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock any Capital Stock to such Person (other than to a purchaser recipient of Series A Preferred Stock described in Subsection 7.1(aSection 8.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, in each such case, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, or a counterpart signature page hereto, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder and thereafter such person Person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (M&m Media, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition con­dition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) . [In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection Section 7.1(a) above), [following which such Person shall hold Shares constituting [***] one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged)], then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a [Key Holder and] Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.] 28

Appears in 1 contract

Samples: Voting Agreement

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a4.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Series A Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (NEXGENT Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to the Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit AEXHIBIT A attached hereto, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of the Preferred Stock described in Subsection Section 7.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of the Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit AEXHIBIT A attached hereto, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person Person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (BioPlus Acquisition Corp.)

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Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (BigCommerce Holdings, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock Series A Preference Shares after the date hereof, as a condition con- dition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder Shareholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder Shareholder for all purposes under this Agreement.Agreement.‌ (b) In the event that after the date of this Agreement, the Company enters into an agreement issues Ordinary Shares, or options to purchase Ordinary Shares, to any employee or consultant, which shares or options would collectively constitute with any Person to issue shares of capital stock respect to such Person employee or consultant (taking into account all Ordinary Shares, options and other than to a purchaser of Preferred Stock described in Subsection 7.1(apurchase rights held by such employee or consultant) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company Ordinary Shares (treating for this purpose all shares of Common Stock Ordinary Shares issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchangedconverted), then, the Company shall cause such Personshall, as a condition precedent to entering into such agreementissuance, to cause such employee or consultant become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement Agreement, as a Stockholder Key Holder, and thereafter such person employee or consultant shall be deemed a Stockholder Key Holder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series D Preferred Stock or stock senior to Series B Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock of the Company to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(aSection 5.1(a) above), following which such Person shall hold Shares constituting [***] five percent (5%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (H-Cyte, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), and, following which such issuance, such Person shall would hold Shares constituting [***] or more at least 1% of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon determined on a fully-diluted basis, after giving effect to the exercise of or and/or conversion of outstanding options, warrants or all Preferred Stock and other convertible securities, as if exercised and/or converted or exchangedsecurities of the Company), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Winc, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Series A Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above), following which such Person shall hold Shares constituting [***] ) or more otherwise issues shares of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged)to any Person, then, the Company shall cause such Person, as a condition precedent to entering into issuing such agreementcapital stock, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Nephros Inc)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series B Preferred Stock or stock senior to Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser recipient of such shares Series B Preferred become a party to this Agreement by executing and delivering (i) the an Adoption Agreement substantially in the form attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock any Capital Stock to such Person (other than to a purchaser recipient of Series B Preferred Stock described in Subsection 7.1(a) aboveSection 8.1(a)), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, in each such case, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, or a counterpart signature page hereto, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder and thereafter such person Person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (M&m Media, Inc.)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Series D Preferred Stock or stock senior to Series B Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person Person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock of the Company to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(aSection 5.1(a) above), following which such Person shall hold Shares constituting [***] five percent (5%) or more of the Company's then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (FWHC Holdings, LLC)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Series A Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person thereafter shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Series A Preferred Stock described in Subsection Section 7.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Opgen Inc)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior to Series A Preferred Stock after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares of Series A Preferred Stock become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person thereafter shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Series A Preferred Stock described in Subsection 7.1(aSection 6.1(a) above), following which such Person shall hold Shares constituting [***] one percent (1%) or more of the Company’s then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Opgen Inc)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares units of Series A Preferred Stock or stock senior to Preferred Stock Units after the date hereof, as a condition to the issuance of such shares units the Company shall require that any purchaser of such shares units become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder Unitholder hereunder. In either event, each such person shall thereafter be deemed an Investor and Stockholder Unitholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock units to such Person (other than to a purchaser of Preferred Stock Units described in Subsection 7.1(a6.1(a) above), following which such Person shall hold Shares Units constituting [***] one percent (1%) or more of the then outstanding capital stock units of the Company (treating for this purpose all shares of Common Stock Units issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder Unitholder and thereafter such person shall be deemed a Stockholder Unitholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Context Therapeutics LLC)

Additional Parties. (a) Notwithstanding anything to the contrary contained herein, if the Company issues additional shares of Preferred Stock or stock senior Notes pursuant to Preferred Stock the Subscription Agreement after the date hereof, as a condition to the issuance of such shares the Company shall require that any purchaser of such shares become a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunderAgreement. In either event, each Each such person Person shall thereafter be deemed an Investor and Stockholder for all purposes under this Agreement. (b) In the event that after the date of this Agreement, the Company enters into an agreement with any Person to issue shares of capital stock to such Person (other than to a purchaser of Preferred Stock described in Subsection 7.1(a) above)Person, following which such Person shall hold Shares shares of the Company’s Common Stock or constituting [***] one half percent (0.5%) or more of the then outstanding capital stock of the Company (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or convertible securities, as if exercised and/or converted or exchanged), then, the Company shall cause such Person, as a condition precedent to entering into such agreement, to become a party to this Agreement by executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Stockholder and thereafter such person shall be deemed a Principal Stockholder for all purposes under this Agreement.

Appears in 1 contract

Samples: Voting Agreement (Biotricity Inc.)

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