Common use of Additional Warrants Clause in Contracts

Additional Warrants. Subject to the limitations set forth below, if at any time and from time to time during the Exercise Period of this Warrant, the Company proposes to issue or offer for sale Common Stock or any other class or series of its equity securities or options or warrants to purchase equity securities, other than in connection with non-convertible debt financing, and BCF does not exercise its first refusal right granted by Section 12 above, the Company shall, upon the closing of such offering, issue to BCF a warrant to purchase the type of securities sold in such offering. The terms of such warrant shall be identical to the terms of this Warrant, except that such warrant will entitle BCF to purchase that number of shares equal to 10% of the shares sold in such offering and the exercise price per share shall be equal to the sales price per share of the securities sold in such offering. Notwithstanding the foregoing, the Company shall not issue BCF an additional warrant and the rights established by this Section 13 shall have no application, with respect to any of the following: (i) the issuance of securities amounting to or exercisable for up to 10% of the Company's fully diluted outstanding equity pursuant to options or purchase rights granted under the Company's employee incentive or option plans; (ii) the issuance of securities of the Company or any subsidiary in connection with a merger or consolidation or an acquisition by the Company or such subsidiary which has been approved by the shareholders; (iii) securities issued pursuant to any rights or agreements including, without limitation, convertible securities, options and warrants, provided that the rights established by this Section 13 applied with respect to the initial sale or grant by the Company of such rights or agreements; or (iv) any securities that are issued by the Company in a Public Offering (as defined in Section 2).