Common use of Exceptions to Pre-emptive Rights Clause in Contracts

Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section 4 shall be inapplicable with respect to: (i) shares of Common Stock issued upon conversion of shares of Preferred Stock; (ii) up to 12,381,013 shares (or such higher number of shares approved by the Board of Directors and a Preferred Majority) of Common Stock or options issued therefor to directors, officers, employees or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board of Directors and issued pursuant to equity incentive plans or agreements approved by the Board of Directors; (iii) shares issued in connection with equipment lease financings, bank credit arrangements, real estate leases or similar transactions approved by the Board of Directors; (iv) shares issued as a dividend or distribution on the Preferred Stock; (v) shares issued in connection with a partnering transaction or a bona fide acquisition of a business or any assets or properties or technology of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, pursuant to agreements approved by the Board of Directors; (vi) shares issued upon exercise of any outstanding warrants, or (vii) shares issued in a firm-commitment underwritten public offering or upon exercise of warrants or rights granted to underwriters in connection with such an offering.

Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right rights granted to purchase granted Eligible Persons under this Section 4 IV shall be inapplicable with respect to: to (i) the issuance of up to an aggregate of 790,909 shares of Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or directors of the Company pursuant to the Equity Incentive Plan, including shares of Common Stock issued in replacement of shares of such Common Stock repurchased or issuable upon the exercise of any options to purchase shares of such Common Stock, to the extent permitted under the Equity Incentive Plan, (ii) securities issued as a result of any stock split, stock dividend, reclassification or reorganization or similar event with respect to the Shares, (iii) shares of Common Stock or Redeemable Preferred Stock issued upon conversion of shares of of, or as a dividend on, the Convertible Preferred Stock; (ii) up to 12,381,013 shares (or such higher number of shares approved by the Board of Directors and a Preferred Majority) of Common Stock or options issued therefor to directors, officers, employees or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board of Directors and issued pursuant to equity incentive plans or agreements approved by the Board of Directors; (iii) shares issued in connection with equipment lease financings, bank credit arrangements, real estate leases or similar transactions approved by the Board of Directors; (iv) shares securities issued as consideration for the purchase of stock or assets in any acquisition or merger that is approved by a dividend Two-Thirds Interest or distribution on the Preferred Stock; (v) shares any other securities issued with the approval of (A) a Two-Thirds Interest and (B) Management Stockholders holding not less than a majority of the outstanding Shares held by all Management Stockholders, calculated in connection accordance with Section 1.3 hereof (a partnering transaction or a bona fide acquisition of a business or any assets or properties or technology of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, pursuant to agreements approved by the Board of Directors; (vi) shares issued upon exercise of any outstanding warrants, or (vii) shares issued in a firm-commitment underwritten public offering or upon exercise of warrants or rights granted to underwriters in connection with such an offering“Management Stockholder Majority”).

Exceptions to Pre-emptive Rights. Notwithstanding the foregoing, the right to purchase granted under this Section 4 V shall be inapplicable with respect to: (i) the issuance of shares of Series A Preferred Stock or Common Stock (as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification, stock distribution, stock dividend or similar event) issued or issuable in connection with, or upon the exercise of, options or other awards granted or to be granted to employees, officers or directors of the Company pursuant to the Company’s Equity Incentive Plans, or the issuance of options or awards to so purchase such Series A Preferred Stock or Common Stock thereunder; (ii) securities issued as a result of any stock split, stock dividend, reclassification, recapitalization or reorganization or similar event with respect to the Shares; (iii) shares of Common Stock and/or Preferred Stock issued upon conversion of shares of as a dividend on, or in connection with a recapitalization of, the Preferred Stock; (iiiv) up to 12,381,013 shares (or such higher number of shares approved by the Board of Directors and a Preferred Majority) of Common Stock and/or Preferred Stock issued pursuant to any strategic acquisition, equipment leasing arrangement or options issued therefor to directors, officers, employees debt financing from a bank or consultants of the Company in connection with their service as directors of the Company, their employment by the Company or their retention as consultants by the Companysimilar financial institution, in each case authorized by the Board of Directors and issued pursuant to equity incentive plans or agreements approved by the Board of Directors; (iiiv) shares of Common Stock and/or Preferred Stock issued in connection with equipment lease financings, bank credit arrangements, real estate leases an IPO or similar transactions approved by (vi) the issuance of securities with respect to which the Board of Directors; (iv) shares issued as a dividend or distribution on Directors unanimously determines that the Preferred Stock; (v) shares issued in connection with a partnering transaction or a bona fide acquisition provisions of a business or any assets or properties or technology of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, pursuant to agreements approved by the Board of Directors; (vi) shares issued upon exercise of any outstanding warrants, or (vii) shares issued in a firm-commitment underwritten public offering or upon exercise of warrants or rights granted to underwriters in connection with such an offeringthis Section V should not apply.