Common use of Limited Preemptive Rights Clause in Contracts

Limited Preemptive Rights. If after the date of this Agreement, the Company authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition of a business as a going concern) at any time that any Purchaser holds any Primary Warrants or any Underlying Common Stock the Company will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the Common Stock then held by the Purchaser by (ii) the number of shares of Common Stock outstanding (on a fully diluted basis but not including the Conditional Warrants). For purposes of clause (ii) above, a share of Common Stock acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value of a share of Common Stock. The Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. The Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from the Company describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and the Purchaser's percentage allotment. Upon the expiration of such period of thirty (30) days, the Company will be free to sell such stock or securities which the Purchaser has not elected to purchase during the 90 days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Purchaser. Any stock or securities offered or sold by the Company after such 90-day period must be reoffered to the Purchaser pursuant to the terms of this Section 8.1. Any stock or securities purchased by the Purchaser from the Company pursuant to this Section 8.1 shall, upon such purchase and thereafter be deemed to be Securities and

Limited Preemptive Rights. If after the date of this Agreement, the Company Parent authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock Newly Issued Securities (other than in connection with a Public Offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition of a business as a going concern) at any time that any Purchaser holds any Primary Warrants or any Underlying Common Stock the Company of Parent or Warrants, Parent will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (ia) the number of shares of Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the Parent and Underlying Common Stock (without duplication) then held by the such Purchaser by (iib) the number of shares of Common Stock of Parent then outstanding (on a fully diluted basis but not including the Conditional Warrantsbasis). For purposes of clause (iib) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value Market Price of a share of Common StockStock of Parent. The Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. The Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from the Company Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and the each Purchaser's ’s percentage allotment. Upon the expiration of such period of thirty (30) days, the Company Parent will be free to sell such stock or securities which the Purchaser has Purchasers have not elected to purchase during the 90 one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the PurchaserPurchasers. Any stock or securities offered or sold by the Company Parent after such 90-one hundred twenty (120) day period must be reoffered to the each Purchaser pursuant to the terms of this Section 8.111.1. Any stock or securities purchased by the a Purchaser from the Company Parent pursuant to this Section 8.1 11.1 shall, upon such purchase and thereafter be deemed to be Securities andand Registrable Securities for all purposes of this Agreement.

Limited Preemptive Rights. If after the date of this Agreement, the Company authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Warrants, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition of a business as a going concern, or other than the issuance of any Preferred Stock to Purchasers as a dividend-in-kind) at any time that any Purchaser holds any Primary Warrants or any Underlying Common Stock or Warrants of the Company, the Company will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the Company and Underlying Common Stock (without duplication) then held by the such Purchaser by (ii) the number of shares of Common Stock of the Company outstanding (on a fully diluted basis but not including the Conditional Warrantsbasis). For purposes of clause (ii) above, a share of Common Stock of the Company acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of the Company shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value Market Price of a share of Common StockStock of the Company. The Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. The Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from the Company describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and the each Purchaser's ’s percentage allotment. Upon the expiration of such period of thirty (30) days, the Company will be free to sell such stock or securities which the Purchaser has Purchasers have not elected to purchase during the 90 one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the PurchaserPurchasers. Any stock or securities offered or sold by the Company after such 90-one hundred twenty (120) day period must be reoffered to the each Purchaser pursuant to the terms of this Section 8.111.1. Any stock or securities purchased by the a Purchaser from the Company pursuant to this Section 8.1 shall, upon such purchase and thereafter be deemed to be Securities andthis

Limited Preemptive Rights. If after the date of this Agreement, the Company Parent authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Warrants, the issuance or exercise of Options issued pursuant to the Option Plan, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition Change of a business as a going concernControl) at any time that any Purchaser holds any Primary Warrants or any Underlying 63 Common Stock the Company of Parent or Warrants, Parent will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the Parent and Underlying Common Stock (without duplication) then held by the such Purchaser by (ii) the number of shares of Common Stock of Parent outstanding (on a fully diluted basis but not including the Conditional WarrantsFully Diluted Basis). For purposes of clause (ii) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value Market Price of a share of Common StockStock of Parent. The Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. The Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from the Company Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and the each Purchaser's ’s percentage allotment. Upon the expiration of such period of thirty (30) days, the Company Parent will be free to sell such stock or securities which the Purchaser has that Purchasers have not elected to purchase during the 90 one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the PurchaserPurchasers. Any stock or securities offered or sold by the Company Parent after such 90-one hundred twenty (120) day period must be reoffered to the each Purchaser pursuant to the terms of this Section 8.111.1. Any stock or securities purchased by the a Purchaser from the Company Parent pursuant to this Section 8.1 11.1 shall, upon such purchase and thereafter be deemed to be Securities andand Registrable Securities for all purposes of this Agreement.

Limited Preemptive Rights. If after the date of this Agreement, the Company Parent authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Warrants, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an a merger or acquisition (or other similar transaction) of a business as a going concern) at any time that any Purchaser holds any Primary Warrants or any Underlying Common Stock the Company of Parent or Warrants, Parent will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (ia) the number of shares of Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the Parent and Underlying Common Stock (without duplication) then held by the such Purchaser by (iib) the number of shares of Common Stock of Parent then outstanding (on a fully diluted basis but not including the Conditional Warrantsbasis). For purposes of clause (iib) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value Market Price of a share of Common StockStock of Parent. The Each Purchaser will be entitled to (x) purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. The Purchaser must exercise its purchase rights within thirty Person and (30y) days after receipt of receive written notice of such proposed sale from the Company Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and the each Purchaser's ’s percentage allotment. Each Purchaser will have 30 Business Days from the date of receipt of any such notice and such other information as such Purchaser may reasonably request to facilitate its investment decision, to agree to purchase up to its respective pro rata share of the new stock or securities being so offered for the price (valued at Fair Market Value for any noncash consideration) and upon the terms specified in such notice by giving written notice to the Parent stating the quantity of such new stock or securities that such Purchaser has agreed to purchase. Upon the expiration of such period of thirty (30) daysperiod, the Company Parent will be free to sell such stock or securities which the Purchaser has Purchasers have not elected to purchase during the 90 180-days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the PurchaserPurchasers. Any stock or securities offered or sold by the Company Parent after such 90180-day period must be reoffered to the each Purchaser pursuant to the terms of this Section 8.111.1. Any stock or securities purchased by the a Purchaser from the Company Parent pursuant to this Section 8.1 11.1 shall, upon such purchase and thereafter be deemed to be Securities andand Registrable Securities for all purposes of this Agreement. 55 ARTICLE 12

Limited Preemptive Rights. If after the date of this Agreement, the Company Parent authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock Newly Issued Securities (other than in connection with a Public Offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition of a business as a going concern) at any time that any Purchaser holds any Primary Warrants or any Underlying Common Stock the Company of Parent or Warrants, Parent will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (ia) the number of shares of Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the Parent and Underlying Common Stock (without duplication) then held by the such Purchaser by (iib) the number of shares of Common Stock of Parent then outstanding (on a fully diluted basis but not including the Conditional Warrantsbasis). For purposes of clause (iib) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value Market Price of a share of Common StockStock of Parent. The Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. The Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from the Company Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and the each Purchaser's percentage allotment. Upon the expiration of such period of thirty (30) days, the Company Parent will be free to sell such stock or securities which the Purchaser has Purchasers have not elected to purchase during the 90 one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the PurchaserPurchasers. Any stock or securities offered or sold by the Company Parent after such 90-one hundred twenty (120) day period must be reoffered to the each Purchaser pursuant to the terms of this Section 8.111.1. Any stock or securities purchased by the a Purchaser from the Company Parent pursuant to this Section 8.1 11.1 shall, upon such purchase and thereafter be deemed to be Securities andand Registrable Securities for all purposes of this Agreement.

Limited Preemptive Rights. If after the date of this Agreement, the Company Topco authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Company Warrants, the issuance or exercise of Options issued pursuant to the Option Plan, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition Change of a business as a going concernControl) at any time that any Purchaser holds any Primary Warrants or any Underlying Common Stock the or Company Warrants, Topco will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the Topco and Underlying Common Stock (without duplication) then held by the such Purchaser by (ii) the number of shares of Common Stock outstanding (on a fully diluted basis but not including the Conditional WarrantsFully Diluted Basis). For purposes of clause (ii) above, a share of Common Stock acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value Fair Market Value of a share of Common Stock. The Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. The Each Purchaser must exercise its purchase rights within thirty twenty (3020) days after receipt of written notice from the Company Topco describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and the each Purchaser's ’s percentage allotment. Upon the expiration of such period of thirty twenty (3020) days, the Company Topco will be free to sell such stock or securities which the Purchaser has that Purchasers have not elected to purchase during the 90 ninety (90) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the PurchaserPurchasers. Any stock or securities offered or sold by the Company Topco after such ninety (90-) day period must be reoffered to the each Purchaser pursuant to the terms of this Section 8.111.1. Any stock or securities purchased by the a Purchaser from the Company Topco pursuant to this Section 8.1 11.1 shall, upon such purchase and thereafter be deemed to be Registrable Securities andfor all purposes of this Agreement.

Limited Preemptive Rights. If after the date of this Agreement, the Company Holdings authorizes the issuance and sale of any shares units of capital stock securities or any securities containing options or rights to acquire any shares units of capital stock securities (other than in connection with an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition of a business as a going concernApproved Acquisition) at any time that any Purchaser holds any Primary Warrants or any Underlying Common Stock the Company or Warrants, Holdings will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the and Underlying Common Stock (without duplication) then held by the Purchaser by (ii) the number of shares of Common Stock outstanding (on a fully diluted basis but not including the Conditional Warrantsbasis). For purposes of clause (ii) above, a share of Common Stock acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value of a share of Common Stock. The Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. The Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from the Company Holdings describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and the Purchaser's percentage allotment. Upon the expiration of such period of thirty (30) days, the Company Holdings will be free to sell such stock or securities which the that Purchaser has not elected to purchase during the 90 one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Purchaser. Any stock or securities offered or sold by the Company Holdings after such 90-day period must be reoffered to the Purchaser pursuant to the terms of this Section 8.110.1. Any stock or securities purchased by the a Purchaser from the Company Holdings pursuant to this Section 8.1 10.1 shall, upon such purchase and thereafter be deemed to be Securities andand Registrable Securities for all purposes of this Agreement.

Limited Preemptive Rights. If after the date of this Agreement, the Company IGI authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with an underwritten public offering, the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition of a business as a going concern, or the grant of options or rights to acquire no more than fifteen percent (15%) of shares of Common Stock, on a Fully Diluted Basis, pursuant to an employee stock option plan) at -45- 50 any time that any Purchaser holds any Primary Warrants or any Underlying Common Stock the Company or Warrants, IGI will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock which would be owned upon exercise of the Primary Warrants then owned by the Purchaser plus the and Underlying Common Stock (without duplication) then held by the Purchaser by (ii) the number of shares of Common Stock outstanding (determined on a fully diluted basis but not including the Conditional WarrantsFully Diluted Basis). For purposes of clause (ii) above, a share of Common Stock acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current fair market value Market Price of a share of Common Stock. The Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. The Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from the Company IGI describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and the Purchaser's percentage allotment. Upon the expiration of such period of thirty (30) days, the Company IGI will be free to sell such stock or securities which the Purchaser has not elected to purchase during the 90 one hundred twenty (120) days following such expiration on terms and conditions no more favorable to the purchasers thereof than those offered to the Purchaser. Any stock or securities offered or sold by the Company IGI after such 90-one hundred twenty (120) day period must be reoffered to the Purchaser pursuant to the terms of this Section 8.110.1. Any stock or securities purchased by the a Purchaser from the Company IGI pursuant to this Section 8.1 10.1 shall, upon such purchase and thereafter be deemed to be Securities andand Registrable Securities for all purposes of this Agreement.