Common use of Expiration of Contingent Purchase Right Clause in Contracts

Expiration of Contingent Purchase Right. The Contingent Purchase Right granted pursuant to Section 3.1(a) shall expire without further action on the part of the Company or the Investor upon the earliest to occur of (i) the date on which the Company has raised, in the aggregate, $50 million in net proceeds through the grant, issuance or sale of Common Stock and Derivative Securities (including proceeds received upon the conversion, exercise or exchange of such Derivative Securities (including Previously Issued Derivative Securities), but excluding proceeds raised upon the exercise of Exempted Securities) in any transactions or series of related transactions which are conducted for the primary purpose of raising capital, or (ii) five years after the date hereof (such date, the “Termination Date”). The Board of Directors of the Company shall exercise good faith in determining the primary purpose of any grant, issuance or sale intended to be covered by clause (i), and shall indicate this determination in the resolutions approving the relevant transaction.