Common use of Issuance of Equity Securities to Other Persons Clause in Contracts

Issuance of Equity Securities to Other Persons. If not all of the Investors elect to purchase all the Equity Securities available to them pursuant to Section 5.2, then the Company shall promptly notify in writing the Investors who do so elect to purchase all the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Exercising Investor”) and shall offer such Fully-Exercising Investors the right to acquire such number of unsubscribed shares that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. The Fully-Exercising Investors shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Investor’s rights were not exercised, at a price and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Investors pursuant to Section 5.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 5.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase all their pro rata share (determined in accordance with Section 4.1 above) of the Equity Securities available to them pursuant to Section 5.2Securities, then the Company shall promptly notify in writing the Major Investors who do so elect to purchase all (the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Exercising InvestorInvestors”) of the number of Equity Securities remaining unsubscribed (the “Unsubscribed Shares”) and shall offer such Fully-Exercising Investors the right to acquire such number of unsubscribed shares that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed sharesUnsubscribed Shares. The Fully-Exercising Investors shall have five (5) 10 days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed sharesUnsubscribed Shares. The In the event that the number of shares subscribed for by the Fully-Exercising Investors pursuant to the immediately preceding sentence exceeds the total number of Unsubscribed Shares, then the Unsubscribed Shares shall be allocated among such Fully-Exercising Investors so electing on a pro rata basis. For purposes of this Section 4.3, Each Fully-Exercising Investor’s pro rata share shall be equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares) of which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the number of shares of the Company’s Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares) of which the Fully-Exercising Investors electing to purchase Unsubscribed Shares under this Section 4.3 are deemed to hold immediately prior to the issuance of such Equity Securities. If the Fully-Exercising Investors fail to exercise in full the rights of first refusal, the Company shall have ninety (90) 90 days thereafter to sell the Equity Securities in respect of which the Investor’s Major Investors’ rights were not exercised, at a price and upon general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 5.2 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) 90 days of the notice provided pursuant to Section 5.24.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Investors elect to purchase all their full pro rata share of the Equity Securities available to them pursuant to Section 5.2Securities, then the Company shall promptly notify in writing the Investors who do so elect to purchase all the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Exercising InvestorInvestors”) and shall offer such Fully-Exercising Investors the right to acquire such number of unsubscribed shares that is equal to the proportion that the number of shares of Registrable Securities issued and held by on a pro rata basis. Each such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. The Fully-Exercising Investors shall have five (5) 10 days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of its pro rata share of the unsubscribed shares. For purposes of the preceding sentence, each Fully-Exercising Investor’s pro rata share shall be as determined pursuant to Section 4.1, except that clause (b) thereof shall be equal to the total number of shares of the Company’s then outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the then outstanding Shares or upon the exercise of any outstanding warrants or options) of which the Fully-Exercising Investors are deemed to be the holders immediately prior to the issuance of the Equity Securities. The Company shall have ninety (90) 90 days thereafter to sell the Equity Securities in respect of which the Investor’s Investors’ rights were not exercised, at a the same price and upon general other terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Investors pursuant to Section 5.2 4.2 hereof. If the Company has does not sold sell such Equity Securities within ninety (90) days of the notice provided pursuant to Section 5.2such 90 day period, the Company shall not thereafter issue or sell any such Equity Securities, Securities without first offering such securities Equity Securities to the Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase all their pro rata share of the Equity Securities available to them pursuant to Section 5.2Securities, then the Company shall promptly notify in writing the Major Investors who do so elect to purchase all (the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Exercising InvestorInvestors”) and shall offer such Fully-Exercising Investors the right to acquire such number of unsubscribed shares that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. The Fully-Exercising Investors shall have five ten (510) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares; provided, that if the Fully-Exercising Investors elect to purchase in the aggregate more than 100% of the aggregate number of such Shares, the number of such Shares sold to each Fully-Exercising Investor shall be reduced proportionately in accordance with each electing Fully-Exercising Investor’s respective pro-rata share, which for this purpose shall mean the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held by all Fully-Exercising Investors electing to purchase such available Shares (in such cases, assuming full conversion and exercise of all convertible or exercisable securities). The If the Major Investors fail to exercise in full the rights of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Investor’s Major Investors’ rights were not exercised, at a no less than the price and upon other general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 5.2 hereof4.2. If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 5.24.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Investors elect to purchase all their pro rata share of the Equity Securities available to them pursuant to Section 5.2Securities, then the Company shall promptly notify in writing the Investors who do so elect to purchase or acquire all the Equity Securities shares available to them pursuant to Section 5.2 it (each, a “Fully-Fully Exercising Investor”) and shall offer such Fully-Fully Exercising Investors the right to acquire such number of unsubscribed shares that is equal to (the proportion that the number of shares of Registrable Securities issued and held by such Fully-“Overallotment Notice”). Each Fully Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. The Fully-Exercising Investors shall have five (5) days after receipt the delivery of such notice the Overallotment Notice to notify the Company of its election to purchase all or a portion thereof its pro rata share of the unsubscribed shares. The For the purposes of this Section 4.3, each Fully Exercising Investor’s pro rata share is equal to the ratio of (a) the number of shares of the Company’s Common Stock (including all shares of Common Stock issuable or issued upon conversion of the Preferred Stock or upon exercise of any outstanding warrants or options) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company’s outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Preferred Stock or upon the exercise of any outstanding warrants or options) held by all Fully Exercising Investors. If the Investors fail to exercise in full the rights of first refusal, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Investor’s Investors’ rights were not exercised, at a price and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Investors pursuant to Section 5.2 4.2 hereof. If the Company has not sold closed the sale of such Equity Securities within ninety (90) days of the notice provided pursuant to Section 5.24.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors in the manner provided in Section 4.2 above.

Issuance of Equity Securities to Other Persons. If not all of the Investors Preemptive Rights Members elect to purchase all their entire respective pro rata shares of the Equity Securities available to them pursuant to Section 5.2Securities, then the Company shall will promptly notify in writing the Investors such Preemptive Rights Members who do so elect to purchase all the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Exercising Investor”) and shall will offer such Fully-Exercising Investors Preemptive Rights Members the right to acquire such number of unsubscribed shares that is equal to the proportion that the number of shares of Registrable Securities issued and held by Equity Securities. Each such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. The Fully-Exercising Investors shall Preemptive Rights Member will have five (5) days Business Days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed sharesEquity Securities. The If such Preemptive Rights Members in the aggregate elect to purchase more unsubscribed Equity Securities than are available, the Company shall will allocate the total of such unsubscribed Equity Securities among such Preemptive Rights Members in proportion to their respective percentages determined in Section 10.05(a) (to the extent practicable) or as such Preemptive Rights Members otherwise agree. If such Preemptive Rights Members fail to elect to acquire all of the Equity Securities in question, then the Company will have ninety one hundred eighty (90180) days thereafter after the notice provided pursuant to Section 10.05(b) to sell the Equity Securities in respect of which the Investor’s such Preemptive Rights Members’ preemptive rights were not exercised, at a price and upon general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s notice to the Investors such Members provided pursuant to Section 5.2 hereof10.05(b), subject to extension to obtain any necessary regulatory approval or clearance. If the Company has not sold such Equity Securities within ninety one hundred eighty (90180) days of the notice provided pursuant to Section 5.210.05(b), or within such extended period of time, the Company shall will not thereafter issue or sell any Equity Securities, Securities without first offering such securities to the Investors Preemptive Rights Members in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Series C Investors elect to purchase all their pro rata of the Equity Securities available to them pursuant to Section 5.2Securities, then the Company shall promptly notify in writing the Series C Investors who do so elect to purchase all the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Exercising Investor”) exercise such rights and shall offer such Fully-Exercising Series C Investors the right to acquire such number of unsubscribed shares that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. The Fully-Exercising Series C Investors shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the such unsubscribed shares. The If the Series C Investors fail to exercise in full the rights of first refusal, the Company shall have ninety sixty (9060) days thereafter to sell complete the sale of the Equity Securities in respect of which the Investor’s Series C Investors' rights were not exercised, at a price and upon general terms and conditions not materially no more favorable to the purchasers thereof than specified in the Company’s 's notice to the Series C Investors pursuant to Section 5.2 10.2 hereof. If the Company has not sold such all of these Equity Securities within ninety such sixty (9060) days of the notice provided pursuant to Section 5.2days, the Company shall not thereafter issue or sell any of such Equity Securities, without first offering such securities to the Series C Investors in the manner provided above. In the event that only one of the Series C Investors executes this Agreement, the immediately preceding paragraph of this Section 10.3 shall not apply, and the following paragraph shall be substituted in its place: If the Series C Investor fails to exercise in full the rights of first refusal, the Company shall have sixty (60) days thereafter to complete the sale of the Equity Securities in respect of which the Series C Investor's rights were not exercised, at a price and upon general terms and conditions no more favorable to the purchasers thereof than specified in the Company's notice to the Series C Investor pursuant to Section 10.2 hereof. If the Company has not sold all of these Equity Securities within such sixty (60) days, the Company shall not thereafter issue or sell any of such Equity Securities, without first offering such securities to the Series C Investor in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Major Investors elect to purchase all their pro rata share of the Equity Securities available to them pursuant to Section 5.2Securities, then the Company shall promptly notify in writing the Major Investors who do so elect to purchase all (the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Fully Exercising InvestorInvestors”) and shall offer such Fully-Fully Exercising Investors the right to acquire such acquire, in addition to the number of unsubscribed shares specified above, up to that portion of the Equity Securities for which Major Investors were entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock then held, by such Fully Exercising Investor, bears to the Common Stock issued and held or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the Preferred Stock then held by all Fully-Fully Exercising Investors who wish to purchase some of the such unsubscribed shares. The Fully-Fully Exercising Investors shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed shares. The Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Major Investor’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Major Investors pursuant to Section 5.2 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of the notice provided pursuant to Section 5.24.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Major Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Investors Series C Holders elect to purchase all their pro rata share of the Equity Securities available to them pursuant to Section 5.2Defined Issuance, then the Company shall promptly notify in writing the Investors Series C Holders who do so elect to purchase all the Equity Securities available to them pursuant to Section 5.2 (a “Fully-Exercising Investor”) and shall offer such Fully-Exercising Investors Series C Holders the right to acquire such number of the unsubscribed shares that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion portion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed sharesDefined Issuance. The Fully-Exercising Investors Series C Holders shall have five (5) days after receipt of such notice to notify the Company of its their election to purchase all or a portion thereof of the unsubscribed shares. The If such Series C Holders fail to exercise in full their right to purchase the Defined Issuance, then the Company shall promptly notify in writing the participating Investors and offer such Investors the right to acquire the unsubscribed portion of the Defined Issuance. If the Series C Holders or Investors fail to exercise in full their rights under this Section 4, the Company shall have ninety (90) days thereafter to sell the Equity Securities in respect of which the Investor’s Series C Holders' or Investors' rights were not exercised, at a price and upon general terms and conditions (including, but not limited to, coupons, dividends, minimum return, conversion rights, preferences, warrants, seniority and covenants) materially no more favorable to the purchasers thereof than specified in the Company’s 's notice to the Investors and the Series C Holders pursuant to Section 5.2 4.2 hereof. If the Company has not sold such Equity Securities within ninety (90) days of the initial notice provided by it pursuant to Section 5.24.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Series C Holders and Investors in the manner provided above.

Issuance of Equity Securities to Other Persons. If not all of the Investors Purchasers elect to purchase all their pro rata share of the Equity Securities available to them pursuant to Section 5.2Securities, then the Company shall promptly notify in writing the Investors Purchasers who do so elect to purchase all the Equity Securities available to them pursuant to Section 5.2 (each, a “Fully-"Fully Exercising Investor”Purchaser") and shall offer such Fully-Fully Exercising Investors Purchaser the right to acquire such number of unsubscribed shares that is equal to the proportion that the number of shares of Registrable Securities issued and held by such Fully-on a pro rata basis. Each Fully Exercising Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by all Fully-Exercising Investors who wish to purchase some of the unsubscribed shares. The Fully-Exercising Investors Purchaser shall have five (5) days after receipt of such notice to notify the Company of its election to purchase all or a portion thereof of the unsubscribed sharesshares that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully Exercising Purchaser bears to the total number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by all such Fully Exercising Purchasers. The Company shall have ninety one hundred twenty (90120) days thereafter to sell the Equity Securities in respect of which the InvestorPurchaser’s rights were not exercised, at a price not lower and upon general terms and conditions not materially more favorable to the purchasers thereof than specified in the Company’s notice to the Investors Purchasers pursuant to Section 5.2 6.2 hereof. If the Company has not sold such Equity Securities within ninety one hundred twenty (90120) days of the notice provided pursuant to Section 5.26.2, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Investors Purchasers in the manner provided above.